Certificate of Formation

A certificate of formation is the LLC formation document that business owners file to begin a company’s existence. A person with authority to submit the filing (the organizer) files the certificate of formation with the state’s secretary of state or equivalent office that handles business filings. After the certificate of formation is filed and accepted, the LLC is officially created, and the company is governed by the laws of the state where the document was filed.

Information in a Certificate of Formation

In most states, a certificate of formation is a relatively short, uncomplicated document. It details key information about the company—such as its name, principal office address, and registered agent information. Once filed, the certificate of formation becomes part of the public record and serves as official notice to third parties of the information in the form.

Certificate of Formation to Form a New LLC

A limited liability company’s certificate of formation is one of its two main governing documents—also called organic documents—along with the LLC’s operating agreement. A certificate of formation technically starts an LLC’s existence, while an operating agreement governs the company’s management, internal affairs, and members’ financial arrangements. Both documents are essential parts of the LLC formation process.

Certificate of Formation in an LLC Domestication

An LLC sometimes creates a certificate of formation as part of a series of documents needed to complete an LLC domestication (also called an LLC conversion). An LLC domestication moves an existing LLC to a new official home state—changing the state law that primarily governs the business. Some states require an LLC that domesticates into the state to file a certificate of formation with the company’s certificate of conversion (also called articles of conversion or articles of domestication).

States that Require a Certificate of Formation

Every state has a formation document that must be filed to officially create an LLC. Not all states use the name certificate of formation for the formation document. The states that require a new LLC to file a certificate of formation are:

• Alabama;
• Delaware;
• Maine;
• Mississippi;
• New Hampshire;
• New Jersey;
• Texas; and
• Washington.

Alternate names used in other states for the legal document that officially forms an LLC are articles of organization and certificate of organization.