CERTIFICATE OF FORMATION & INITIAL LLC ORGANIZATIONAL PROVISIONS

of
[FULL LEGAL NAME OF LLC]
a Delaware Limited Liability Company

[// GUIDANCE:
1. This template is drafted to satisfy Delaware’s statutory filing requirements and to provide optional, internally-binding organizational provisions that go beyond the bare-bones certificate typically filed with the Secretary of State.
2. Sections I(A)–I(C) constitute the Certificate of Formation required by Del. Code Ann. tit. 6, § 18-201 (2023) and may be filed verbatim (with signature block) or replicated on the State-approved form.
3. Sections II–IX are not filed with the State; they are adopted by the Organizer as initial limited liability company provisions pending execution of a comprehensive Operating Agreement. These provisions may be retained, expanded, or superseded by the definitive Operating Agreement.
]

TABLE OF CONTENTS

1. Document Header
   A. Certificate of Formation
   B. Parties & Effective Date
   C. Recitals
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

Annex A – Delaware Publication & Filing Guidance
Annex B – Registered Agent Consent (optional)

1. DOCUMENT HEADER

A. Certificate of Formation (for State filing)

1. Name. The name of the limited liability company is [FULL LEGAL NAME OF LLC] (the “Company”).
2. Registered Office & Agent. The address of the Company’s registered office in the State of Delaware is [REGISTERED STREET ADDRESS, CITY, COUNTY, ZIP]. The name of the Company’s registered agent at such address is [NAME OF DELAWARE REGISTERED AGENT].
3. Series (if any). ☐ Check if the Company is authorized to establish one or more series pursuant to Del. Code Ann. tit. 6, § 18-215.
4. Effective Date. This Certificate shall be effective on [EFFECTIVE DATE] or, if left blank, upon filing with the Delaware Secretary of State.
5. Organizer. The name and address of the Organizer executing this Certificate is [NAME & ADDRESS].

[// GUIDANCE: Items 1–5 above meet the mandatory minimum under § 18-201. If no series LLC is contemplated, delete ¶ 3.]

B. Parties & Effective Date

This instrument (the “Certificate and Organizational Provisions”) is made as of the Effective Date by [NAME OF ORGANIZER], as Organizer, for the benefit of the persons who hereafter become Members of the Company.

C. Recitals

WHEREAS, the Organizer desires to form a Delaware limited liability company under the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, §§ 18-101 et seq. (the “Act”); and
WHEREAS, the Organizer intends that the Company shall be governed by an Operating Agreement to be adopted by the Members;
NOW, THEREFORE, the Organizer hereby signs, files, and delivers this Certificate of Formation and adopts the following initial provisions:

2. DEFINITIONS

Unless the context clearly requires otherwise, the following terms have the meanings set forth below (alphabetically):

“Act” – The Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, §§ 18-101 et seq. (2023).
“Agreement” – This Certificate and Organizational Provisions, as amended.
“Arbitration Election” – Has the meaning given in § 8.2.
“Business Court” – The Delaware Court of Chancery or any successor forum exercising its business-entity jurisdiction.
“Certificate” – Section 1.A of this document.
“Indemnified Person” – A Member, Manager, or other person entitled to indemnification under § 7.1.
“Manager” – The Person(s) designated in § 3.3 or elected pursuant to the Operating Agreement.
“Member” – Any Person admitted as a member of the Company in accordance with the Act and the Operating Agreement.
“Operating Agreement” – The written or oral limited liability company agreement of the Company contemplated by § 3.1.
“Person” – An individual, entity, or other legally cognizable body.

3. OPERATIVE PROVISIONS

3.1 Operating Agreement Mandate

The Members shall adopt an Operating Agreement within [__] days after the admission of the initial Member. Pending such adoption, this Agreement shall govern.

3.2 Purpose

The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

3.3 Management

☐ Manager-Managed  ☐ Member-Managed
[// GUIDANCE: Select structure and insert Manager details if Manager-managed.]

3.4 Capital Contributions

Initial capital contributions of each Member, if any, shall be reflected on the Company’s books or in the Operating Agreement. Failure to make agreed contributions shall constitute a default under § 6.1.

3.5 Limited Liability

No Member, Manager, or officer shall be personally liable for the debts, obligations, or liabilities of the Company by reason of being such, except as required by the Act or as expressly assumed in writing.

3.6 Fiscal Year & Tax Classification

a. Fiscal Year. The fiscal year shall end on [MONTH/DAY] of each year.
b. Tax Classification. The Company shall be classified for U.S. federal income tax purposes as [CHECK ONE: ☐ Partnership ☐ S-Corporation ☐ Disregarded-Entity], unless the Members unanimously elect otherwise.

4. REPRESENTATIONS & WARRANTIES

4.1 Organizer’s Capacity. The Organizer is of legal age and has full authority to execute and file the Certificate.
4.2 No Conflicts. Execution and filing of the Certificate do not contravene any agreement binding on the Organizer.
4.3 Accuracy of Information. All information provided in the Certificate is true, correct, and complete in all material respects.

All representations and warranties survive for a period of one (1) year after the Effective Date.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law. The Company shall maintain good standing in Delaware and any jurisdiction in which it transacts business.
5.2 Records. The Company shall keep at its registered office the records required by § 18-305 of the Act.
5.3 Transfers. No Member may transfer any interest in the Company except in accordance with the Operating Agreement and the Act.

6. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
a. A Member’s failure to make any required capital contribution within thirty (30) days after written notice;
b. Material breach of §§ 5.1–5.3;
c. Any other act or omission designated as a default in the Operating Agreement.

6.2 Cure Period. The defaulting party shall have fifteen (15) days (or such longer period as the non-defaulting Members may allow) to cure an Event of Default after receipt of written notice.

6.3 Remedies. Upon an uncured Event of Default, the non-defaulting Members may pursue any combination of:
a. Specific performance or injunctive relief;
b. Forced sale or redemption of the defaulting Member’s interest at a discount of [__]%;
c. Reimbursement of attorney fees and costs incurred in enforcement.

7. RISK ALLOCATION

7.1 Indemnification

To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Indemnified Person against any claim, loss, or liability incurred by reason of such status, except to the extent arising from such person’s fraud, gross negligence, or willful misconduct.

7.2 Advancement of Expenses

The Company shall advance reasonable expenses to an Indemnified Person upon receipt of an undertaking to repay if indemnification is ultimately determined to be unavailable.

7.3 Limitation of Liability

Notwithstanding any provision of law, the aggregate liability of any Indemnified Person to the Company or any Member for damages arising out of this Agreement or Company affairs shall not exceed the total capital contributed (if any) by such Person, except in the case of fraud, gross negligence, or willful misconduct.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and the rights of the parties are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles.

8.2 Forum Selection

Any suit, action, or proceeding arising out of or relating to this Agreement that is not subject to § 8.3 shall be brought exclusively in the Delaware Court of Chancery. Each party irrevocably submits to such jurisdiction.

8.3 Arbitration (Optional)

☐ Check if Parties Elect Arbitration (the “Arbitration Election”). If elected:
a. Any dispute shall be finally resolved by confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
b. The seat of arbitration shall be Wilmington, Delaware.
c. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

☐ Check if Jury Trial Waived. If elected: EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

8.5 Injunctive Relief

Nothing herein shall prevent any party from seeking interim or emergency injunctive relief in the Delaware Court of Chancery to preserve the status quo pending arbitration or litigation.

9. GENERAL PROVISIONS

9.1 Amendments. This Agreement may be amended only by written instrument executed by the Members holding a majority of the Percentage Interests, unless a greater threshold is specified in the Operating Agreement.

9.2 Waivers. No waiver shall be effective unless in writing. A waiver on one occasion is not a waiver on any future occasion.

9.3 Assignment. No party may assign any rights or delegate any duties under this Agreement without the prior written consent of the Members, except as otherwise provided in the Act.

9.4 Severability. If any provision is held unenforceable, it shall be reformed to the minimum extent necessary to reflect the parties’ intent, and the remaining provisions shall remain in full force.

9.5 Entire Agreement. This instrument constitutes the entire agreement of the Organizer with respect to the subject matter hereof and supersedes all prior understandings. It shall merge into, and thereafter be superseded by, the Operating Agreement upon its effectiveness.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Electronic signatures are as effective as originals.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer has executed this Certificate of Formation and Initial LLC Organizational Provisions as of the Effective Date.

[NAME OF ORGANIZER], Organizer
Date: ________
[// GUIDANCE:
1. If filing electronically, duplicate Section 1.A plus this signature block and upload to the Delaware Division of Corporations.
2. Have the Registered Agent execute Annex B if Delaware requires written consent (customary though not mandatory).
]

ANNEX A – Delaware Publication & Filing Guidance

1. Delaware imposes no publication requirement for LLC formation.
2. File the Certificate of Formation with a $90 filing fee (subject to change). Expedited options are available.
3. Obtain a stamped copy and file-stamped Certificate of Formation; retain with Company records.
4. Foreign qualification may be required in any state where the Company conducts business.

ANNEX B – Registered Agent Consent (Optional)

The undersigned hereby accepts appointment as Registered Agent for [FULL LEGAL NAME OF LLC] as of the Effective Date.

[NAME OF REGISTERED AGENT]
Date: ________

[// GUIDANCE: This template is deliberately robust to anticipate future disputes and to facilitate immediate business operations prior to adoption of the definitive Operating Agreement. Practitioners should tailor capital contribution schedules, management structure, and dispute-resolution elections to client needs.]