How to Amend Certificate of Formation in Delaware (2024) (original) (raw)

Amend Delaware Certificate of Formation

Amendment of Certificate of Formation is required when you make changes to your LLC. While forming an LLC in Delaware, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Certificate of Formation, you must file the Certificate of Amendment with Delaware SOS.

To amend your Delaware Certificate of Formation, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Delaware SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Delaware Certificate of Formation without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Certificate of Formation in Delaware?

The Certificate of Formation is a document that is required to form an LLC in Delaware. The document must be submitted online or by mail to the Delaware Secretary of State. Certain details need to be added while filing the Delaware Certificate of Formation. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization

How to Amend Delaware Certificate of Formation

Changes such as name, physical address of the business, address or/and name of the Delaware Registered Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Certificate of Formation in Delaware. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Delaware LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Certificate of Amendment with Delaware Secretary of State.

Step 2: Draft the Delaware Certificate of Amendment

The next step is to draft the Amendment. To Amend the Certificate of Formation, you need the following-

Step 3: File Delaware Certificate of Amendment

To file the Certificate of Amendment in Delaware, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Delaware, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the Delaware Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Delaware Division of Corporations, 401 Federal Street, Suite 4 Dover, DE 19901. The amendment filing fee of $200 must be paid at the time of form submission.

Why Amend Certificate of Formation?

There are six reasons why you need to file the Certificate of Amendment in Delaware. Following are the six points to note-

Change of Delaware LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Delaware SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Delaware LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Delaware LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Delaware SOS.

Change of Delaware LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Delaware LLC: The purpose of the LLC is mentioned in the Certificate of Formation when it is filed. If the purpose is changed at any time, for example, a non-profit in Delaware changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Delaware Tax Structure: The Delaware LLC classification of taxes is mentioned in the Certificate of Formation at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Delaware SOS.

Cost to File Delaware Certificate of Amendment

The cost of filing the Amendment Certificate in Delaware is $200. For other types of filing costs, please visit the official website of Delaware Secretary of State.

Penalties for Not Filing Certificate of Amendment

Failure to amend Delaware Certificate of Formation can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Delaware. Another consequence of not filing an amendment in Delaware is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend my Delaware Certificate of Formation?

The process of amending a Delaware Certificate of Formation involves filing an amendment form with the Delaware Secretary of State.

What information can be amended on a Delaware Certificate of Formation?

Any information on a Delaware Certificate of Formation can be amended, including but not limited to the company’s name, registered agent, and business purpose.

Do I need to provide a reason for amending my Delaware Certificate of Formation?

No, there is no requirement to provide a reason for amending a Delaware Certificate of Formation.

Can I change the company’s name on my Delaware Certificate of Formation?

Yes, you can change the company’s name on a Delaware Certificate of Formation through the amendment process.

How long does it take to process a Delaware Certificate of Formation amendment?

Typically, it takes a few business days to process a Delaware Certificate of Formation amendment.

Is there a fee to amend a Delaware Certificate of Formation?

Yes, there is a fee to file an amendment to a Delaware Certificate of Formation with the Secretary of State.

Can I expedite the amendment process for my Delaware Certificate of Formation?

Yes, you can expedite the amendment process by paying an additional fee for expedited service.

Can I file an amendment to my Delaware Certificate of Formation online?

Yes, you can file an amendment to your Delaware Certificate of Formation online through the Delaware Secretary of State’s website.

What happens after I file an amendment to my Delaware Certificate of Formation?

Once your amendment is processed, you will receive a filed copy from the Delaware Secretary of State confirming the changes.

Do I need to update any other documents after amending my Delaware Certificate of Formation?

It is recommended to update any other related documents, such as the company’s operating agreement, to reflect the changes made to the Delaware Certificate of Formation.

Can I amend my Delaware Certificate of Formation multiple times?

Yes, you can amend your Delaware Certificate of Formation multiple times as needed to reflect changes in your business.

Can I restore information that was previously removed from my Delaware Certificate of Formation?

Yes, you can restore information that was previously removed from your Delaware Certificate of Formation through the amendment process.

What if I made a mistake on my Delaware Certificate of Formation amendment?

If you made a mistake on your Delaware Certificate of Formation amendment, you can file a correction with the Secretary of State.

Can I amend my Delaware Certificate of Formation without the help of an attorney?

Yes, you can amend your Delaware Certificate of Formation without the help of an attorney, but it is recommended to seek legal advice if needed.

Are there any restrictions on amending a Delaware Certificate of Formation?

There are no specific restrictions on amending a Delaware Certificate of Formation, as long as the changes comply with Delaware law.

How do I obtain a copy of my amended Delaware Certificate of Formation?

You can request a copy of your amended Delaware Certificate of Formation from the Secretary of State’s office.

Can I change the business address on my Delaware Certificate of Formation?

Yes, you can change the business address on your Delaware Certificate of Formation through the amendment process.

Can I add or remove managers or members from my Delaware Certificate of Formation?

Yes, you can add or remove managers or members from your Delaware Certificate of Formation through the amendment process.

Do I need to notify anyone else about the changes made to my Delaware Certificate of Formation?

It is not required to notify anyone else about the changes made to your Delaware Certificate of Formation, but it is recommended to inform relevant parties.

Can I amend the business purpose on my Delaware Certificate of Formation?

Yes, you can amend the business purpose on your Delaware Certificate of Formation through the amendment process.

Can I change the duration of my Delaware Certificate of Formation?

Yes, you can change the duration of your Delaware Certificate of Formation through the amendment process.

Do I need to provide any supporting documentation with my Delaware Certificate of Formation amendment?

It is typically not required to provide supporting documentation with a Delaware Certificate of Formation amendment, but you may need to provide additional information depending on the changes being made.

Can I amend my Delaware Certificate of Formation if the business is inactive?

Yes, you can still amend your Delaware Certificate of Formation even if the business is inactive.

Can I change the registered agent on my Delaware Certificate of Formation?

Yes, you can change the registered agent on your Delaware Certificate of Formation through the amendment process.

Can I change the company’s officers on my Delaware Certificate of Formation?

Yes, you can change the company’s officers on your Delaware Certificate of Formation through the amendment process.

Can I add additional business activities to my Delaware Certificate of Formation?

Yes, you can add additional business activities to your Delaware Certificate of Formation through the amendment process.

Can I update the company’s capital structure on my Delaware Certificate of Formation?

Yes, you can update the company’s capital structure on your Delaware Certificate of Formation through the amendment process.

Can I amend the bylaws of my Delaware Certificate of Formation?

No, the bylaws of a company are typically not included in the Delaware Certificate of Formation and are maintained separately by the company.

What is the deadline for amending a Delaware Certificate of Formation?

There is no specific deadline for amending a Delaware Certificate of Formation, but it is recommended to make any necessary changes in a timely manner.

What information do I need to include in the Certificate of Amendment for my Delaware Certificate of Formation?

The Certificate of Amendment for your Delaware Certificate of Formation must include the name of your company, the date of filing of the original Certificate of Formation, and the changes you wish to make.

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In Conclusion

While running a limited liability company in Delaware, it might be possible to make changes. From the name of the business to the Registered Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Certificate of Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Certificate of Amendment in Delaware. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Delaware Secretary of State, LLCs can successfully amend their Certificate of Formation and maintain compliance with state regulations.