The official legal document that registers an LLC or Corporation with the state (commonly used in Delaware for LLCs); once filed and approved, it legally establishes the business as a recognized entity—equivalent to the Articles of Organization.
What is the Certificate of Formation?
A Certificate of Formation, also known in some states as the Articles of Incorporation or Articles of Organization, is the foundational legal document filed with a state government to officially create a business entity, such as a Limited Liability Company (LLC) or Corporation. Filing this document marks the formal birth of a company and grants it legal recognition within the United States.
This certificate is submitted to the Secretary of State (or equivalent agency) in the state where the business is being formed. It includes key information about the company, such as its legal name, business address, type of entity (LLC or Corporation), name and address of the registered agent, and details about its organizers, members, directors, or officers depending on the structure. For Corporations, the Certificate of Formation may also list the number of authorized shares the company can issue.
The Certificate of Formation serves several critical purposes. First and foremost, it acts as the official record that the company exists under state law. It also establishes the company’s structure and is used by banks, investors, government agencies, and other stakeholders to confirm the legitimacy and legal standing of the business. In short, no U.S. company can operate as a legally recognized LLC or Corporation without filing this certificate.
The content and terminology may vary by state. For example, Delaware refers to it as the “Certificate of Incorporation” for corporations and “Certificate of Formation” for LLCs, while California uses “Articles of Organization” for LLCs. Regardless of the name, the function is fundamentally the same: to register the company and create a separate legal entity distinct from its owners.
Filing the Certificate of Formation is typically the first official step after deciding on a business entity type and choosing a name. Once approved, the state issues a stamped and dated version of the document, which serves as proof that the company has been legally formed. This document is then used to apply for an EIN (Employer Identification Number), open a U.S. bank account, enter into contracts, and meet other regulatory or operational requirements.
In summary, the Certificate of Formation is the legal backbone of your U.S. company. Without it, your business cannot exist as an LLC or Corporation in the eyes of the state. For international founders and entrepreneurs, this document is essential not only for compliance, but also for building a credible, operational presence in the United States.
