Also known as: certificates of organization · certificate of formation
Written by attorneys · grounded in primary & secondary sources — see below
A document that may be amended or restated at any time by delivering the appropriate document to the secretary of state. If a member or manager knows information in a filed certificate was or has become inaccurate, that person must promptly correct it.
Crestview Holdings expanded from one hotel to three locations across the state after its original certificate listed only the first property. The managing member delivered an amendment to the secretary of state updating the listed properties and naming a new organizer following the original organizer's death. The filing office accepted the amendment and updated the public record, allowing the company to proceed with licensing renewals.
Cade Carpenter and Chloe Chen discovered the principal office address listed in their LLC's certificate had become outdated after a move. They delivered an amendment correcting the address to the secretary of state. The filing office accepted the amendment, satisfying the duty to correct inaccurate information.
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The certificate must state the company name, the street and mailing addresses of the principal office, and the name and street and mailing addresses of the registered agent. These elements are mandatory under the statute.
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No. A filing that omits a required item such as the registered agent's name and address is ineffective to form an LLC even if the office accepts the document.
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Yes. The statute permits amendment or restatement at any time by delivering the appropriate document to the secretary of state.
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The company is formed when the certificate of organization becomes effective and at least one person has become a member.
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…was to be carried out using a limited liability company as the vehicle. On October 29, 1996, Malek, Inc. caused to be filed a Certificate of Formation with the Delaware Secretary of State, thus forming Malek LLC, a Delaware limited liability company under the Act. The certificate of formation is a relatively brief and formal document that…