Certificate of Formation: What It Is and Its Names by State

A certificate of formation is the document a state files to bring a company into existence.

The title on it tells you which state you are in, not which kind of document you hold.

The short answer

Three things to hold on to:

• The act is the same everywhere, and only the title changes with the state.
• In Delaware, the LLC exists from the time the certificate is filed.
• A bank rarely wants the filing itself. It wants a certified copy of it.

What a certificate of formation is

Delaware's statute gives the cleanest definition. Section 18-201(a) of its Limited Liability Company Act reads: "In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation."

The certificate is then filed with the Secretary of State. Section 18-201(b) draws two consequences:

• The LLC is formed "at the time of the filing of the initial certificate of formation", or at a later date or time stated in the certificate.
• It is a separate legal entity, and its existence continues "until cancellation of the limited liability company's certificate of formation".

A certificate of formation does not record that a company exists. It is what makes the company exist, from the time of filing until the certificate is cancelled.

Delaware publishes an official form for it, titled "Certificate of Formation of a Limited Liability Company".

One filing, three names: the state table

Most guides present the certificate of formation as "the LLC document". That holds in some states and fails in others. Here are seven, each read on an official source.

Texas is the state that breaks the usual shortcut. Its Secretary of State publishes one Certificate of Formation per entity type:

• Form 201, for-profit corporation
• Form 202, nonprofit corporation
• Form 203, professional corporation
• Form 204, professional association
• Form 205, limited liability company
• Form 206, professional limited liability company

So a Texas certificate of formation can belong to a corporation.

Two cautions on the rest of the map:

• The other states use one of these three names. We have not read each of them, so check the site of your own Secretary of State.
• One provider guide says that in some states the "certificate of organization" is a paper the state sends back, not the one you file. It names no state.

What the statute requires it to contain

The legal minimum is short. Three statutes, side by side:

Delaware then leaves the door open with one optional clause: "any other matters the members determine to include therein".

Provider guides often list purpose, duration, members and managers as standard content. A Delaware certificate carries none of the following:

• member names
• manager names
• ownership percentages
• a business description
• a capital amount

Certificate of Formation of a Limited Liability Company

Required by the statute

Name

The name of the limited liability company

Registered office

Its address

Registered agent

Name and address

Optional

Other matters

Anything else the members determine to include

Not on a Delaware certificate

Members and managers

No names, and no ownership percentages

Business description

No statement of what the company does

Capital

No capital amount

The certificate names no owner, which is why banks also ask for the operating agreement.

A state form can ask for more than its statute. Wyoming's form adds a mailing address, a principal office address and an email to the legal minimum.

This article stops at the definition. The filing itself is covered in the Delaware Certificate of Formation, field by field.

What a certificate of formation is not

Four documents get mistaken for it. Each answers a different question.

Three points on the operating agreement, which Delaware law calls the limited liability company agreement:

• Section 18-201(d) lets the members enter into it before, after or at the time of filing.
• It is not filed with the state.
• Banks ask for it, since the certificate names no owner.

The certificate of incorporation is a naming issue, not a second document. Provider guides add that other states say "articles of incorporation" for corporations.

The four papers that come out of one filing

One filing produces up to four papers. Foreign banks tend to treat them as one.

	What it shows	Delaware state fee	Sent to a bank abroad?
Filed certificate	The company was formed	$110 to file	No, the state holds it
Stamped copy	The same, for your own records	No fee quoted	Rarely
Certified copy	The same, certified by the state	$50 plus $2 per page	Yes, for "formation documents"
Certificate of good standing	Compliant on the date of issue	$50 short form, $175 long form	Yes, for "proof the company is active"

For use outside the United States, an apostille adds $30 per document.

Delaware's state fees for these papers, as published in July 2026:

• filing the Certificate of Formation: $110
• certified copy: $50 plus $2 per page
• certificate of good standing, short form: $50
• certificate of good standing, long form: $175
• apostille, for use outside the United States: $30 per document

The first three papers prove one fact: the company was formed. Only the fourth says anything about today.

When a foreign bank asks for a "certificate of incorporation"

A Delaware LLC has no certificate of incorporation, since that title belongs to Delaware corporations. Use this translation table when a form asks for one.

What a given bank accepts is its own policy. Settle it before you order anything:

1. Ask in writing which document is expected, and whether it must be certified.
2. State that the entity is an LLC, and that its formation document is the Certificate of Formation.
3. Ask whether an apostille is required.
4. Ask how recent the certificate of good standing must be.

How to get a copy

The state does not reissue the original. You order a certified copy, and in Delaware the route is short.

• The Division of Corporations issues certified copies of the Certificate of Formation.
• You order against the file number, which never changes.
• You can order from the state or through your registered agent.
• A certified copy is not a certificate of good standing, and the two are priced separately.

Wyoming works differently. A filer online downloads the filed Articles once the payment clears, then orders a certified copy by mail, at $10 for up to 10 pages.

We quote no fee for other states, so use the state's own fee page.

If the paper is gone, replacing a lost formation document covers Delaware alongside the United Kingdom, Hong Kong and Singapore.

Amendment, restatement, cancellation

A certificate of formation is not fixed for life. Delaware's Act names three events after the first filing.

Washington uses a parallel title, the "Amended Certificate of Formation".

Two practical consequences:

• Delaware's long form certificate of good standing lists the filing history, amendments included.
• Cancellation is the legal end. Under section 18-201(b), the LLC exists until then.

The summary