Articles of Organization

To form an LLC in Delaware, articles of organization must be filed with the Department of State. State law requires that certain information be included in your articles of organization. This information must include:

  • The company name
  • The address of the registered office
  • The duration of the LLC (which may be perpetual or for a set amount of time) if the duration is for a set period of time
  • The name and street address of the LLC’s registered agent
  • Any other matters, not inconsistent with law, that the member elect to be set forth

Filing

Your LLC is considered organized once the original signed certificate of formation is delivered to the Delaware Department of State, and the articles are deemed to be compliance with state requirements. The document must be executed by 1 or more authorized persons. Any person, including an attorney in fact, may sign the certificate of formation unless otherwise provided in the LLC company agreement (operating agreement).

One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, forming an LLC generally requires inclusion and/or consideration of the following:

Organizers

Any natural person or entity may form a LLC.

  • Minimum Number of Organizers: One or more natural persons or entities
  • Eligibility: An organizer may be a natural person, partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity, in each case, whether domestic or foreign, and a limited liability company or foreign limited liability company

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in and upon compliance with the LLC company agreement or, if it does not so provide, when the person’s admission is reflected in the records of the LLC. After the formation of a LLC, a person is admitted as a member directly from the LLC or without acquiring an interest at the time provided in and upon compliance with the LLC company agreement or, if it does not so provide, upon the consent of all members and when the person’s admission is reflected in the records of the LLC

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company. A member may withdraw from a limited liability company only at the time or upon the happening of events specified in a LLC company agreement and in accordance with the LLC company agreement.

  • Notwithstanding anything to the contrary under applicable law, unless a LLC company agreement provides otherwise, a member may not resign from a LLC prior to the dissolution and winding up

Contribution

The contributions of a member to the limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.