(a) In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the office of the Secretary of State and set forth:
(1) The name of the limited liability company;
(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-104 of this title; and
(3) Any other matters the members determine to include therein.
(b) A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company’s certificate of formation.
(c) The filing of the certificate of formation in the office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title.
(d) A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the limited liability company agreement.
(e) A certificate of formation substantially complies with § 18-201(a)(2) of this title if it contains the name of the registered agent and the address of the registered office even if the certificate of formation does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent.
68 Del. Laws, c. 434,
§
1;
69 Del. Laws, c. 260,
§
7;
70 Del. Laws, c. 75,
§
5;
76 Del. Laws, c. 105,
§
9;
78 Del. Laws, c. 270,
§
2;
81 Del. Laws, c. 89,
§
6;
Notes of Decisions
Cited in
16
cases (
11 in the last 5 years), 2010–2024 · leading case:
Sec. & Exch. Comm'n v. Ryan, 747 F. Supp. 2d 355 (N.D.N.Y. 2010).
Focus Fin. Fin. Partners, LLC v. Holsopple (Del. Ch. 2020).
· cites it 2× “See 6 Del. C. §§ 18-201, 18–303. To my mind, when a sovereign makes available an entity with attributes that contracting parties cannot grant themselves by agreement, the entity is not purely contractual.”
Godden v. Franco (Del. Ch. 2018).
“There are “core attributes of the LLC” that are not contractual and which “only the sovereign can authorize, such as its separate legal existence, potentially perpetual life, and limited liability for its members.”
Glidepath Ltd. v. Beumer Corp. (Del. Ch. 2019).
“151 6 Del. C. § 18-201(b). 41 might readily determine that a near-term sale or other shorter-horizon initiative is value- maximizing even when judged over the long term.”
Patricia A. Robinson v. Michele Darbeau (Del. Ch. 2021).
“105 6 Del. C. § 18-201(d) (“A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation and, whether entered into or otherwise existing before, after or at the time of such…”
In re Coinmint, LLC (Del. Ch. 2021).
“” (footnote omitted) (citing 6 Del. C. §§ 18-201, 18-303)); see Willie Gary LLC v.”
New Enter. Assocs. 14, L.P. v. Rich (Del. Ch. 2023).
“Most notably, the constitutive document of an LLC (the LLC agreement) can (i) fully eliminate any duties existing at law or in equity, including fiduciary duties,235 (ii) provide indemnification and 234 Compare 6 Del. C. § 18-201(a) with 8 Del. C. § 102(a).”
— 6 Del. C. § 18-201(a) — 2 cases
New Enter. Assocs. 14, L.P. v. Rich (Del. Ch. 2023).
“Most notably, the constitutive document of an LLC (the LLC agreement) can (i) fully eliminate any duties existing at law or in equity, including fiduciary duties,235 (ii) provide indemnification and 234 Compare 6 Del. C. § 18-201(a) with 8 Del. C. § 102(a).”
— 6 Del. C. § 18-201(b) — 7 cases
Glidepath Ltd. v. Beumer Corp. (Del. Ch. 2019).
“151 6 Del. C. § 18-201(b). 41 might readily determine that a near-term sale or other shorter-horizon initiative is value- maximizing even when judged over the long term.”
Focus Fin. Fin. Partners, LLC v. Holsopple (Del. Ch. 2020).
“See 6 Del. C. §§ 18-201, 18–303. To my mind, when a sovereign makes available an entity with attributes that contracting parties cannot grant themselves by agreement, the entity is not purely contractual.”
— 6 Del. C. § 18-201(d) — 1 case
Patricia A. Robinson v. Michele Darbeau (Del. Ch. 2021).
“105 6 Del. C. § 18-201(d) (“A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation and, whether entered into or otherwise existing before, after or at the time of such…”
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