Certificate of Formation and the Role of the Organizer
Harvard Business Services, Inc. Now Signs the Certificate of Formation for Our Clients
If you are considering starting a new LLC, Delaware is the right place. Renowned for its well-established business laws, the specialized Chancery Court, and extensive case law, Delaware offers business owners certainty and efficiency when structuring their companies. The state’s straightforward formation process makes it easy to establish an LLC, requiring only a Certificate of Formation to be submitted to the Delaware Division of Corporations. Once approved, your LLC is legally formed.
Certificate of Formation Requirements
The Certificate of Formation requires only minimal information:
- The name of the LLC
- The name and address of its registered agent
- The signature of an “Authorized Person” (also known as the organizer) who has the authority to form the entity
While the Certificate may include additional details, anything beyond the basic requirements becomes part of the public record. Delaware does not require the names or addresses of members or managers to be listed in the Certificate of Formation—this information is held internally in the LLC’s Operating Agreement.
Harvard Business Services, Inc. as the “Authorized Person”
We are excited to announce that Harvard Business Services, Inc. will now sign the Certificate of Formation for clients who purchase one of our formation packages.
What Does This Mean for You?
By having HBS sign as the Authorized Person:
- No individuals associated with the LLC are listed in the formation documents submitted to the Delaware Division of Corporations.
- The LLC’s formation remains streamlined and efficient, without unnecessary public disclosures.
- Business owners avoid the administrative burden of updating formation documents due to changes in membership or management.
Once the LLC is officially formed, we will prepare a Statement of the Authorized Person, an internal document that appoints the member(s) or manager(s). This document is not filed with the State of Delaware, but it serves as a formal record of the LLC’s initial structure.
The Role of the Authorized Person
The Authorized Person plays a limited but important role in the formation process:
- Signs and submits the Certificate of Formation to the Delaware Division of Corporations.
- Appoints the member(s) or manager(s) in the Statement of the Authorized Person. (This document is not filed with Delaware and not part of the public record)
- Steps aside—once the LLC is officially formed, the Authorized Person’s role is complete.
It’s important to note that once the Certificate of Formation is filed, the name of the Authorized Person remains part of the original record and cannot be changed via amendment. However, the Authorized Person does not hold any ownership or management interest in the LLC after formation.
Why Choose Harvard Business Services, Inc. for Your Delaware LLC?
For over 40 years, Harvard Business Services, Inc. has specialized in forming Delaware LLCs with a focus on efficiency and accuracy. By choosing HBS to handle your LLC formation, you benefit from:
— A seamless filing process—we ensure that only the required information is submitted to the State.
— No unnecessary amendments—avoid costly updates by keeping formation documents simple and effective.
— A well-structured LLC from day one—we appoint the member(s) or manager(s) as part of our service, ensuring your LLC is properly established.
Ready to form your Delaware LLC?
Visit www.delawareinc.com/order to start your formation today, or contact Harvard Business Services, Inc. at 1-800-345-2677 for more information.
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*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
