How to Amend Certificate of Formation in Delaware


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

All Posts by Steve Goldstein →
Business Formation Expert  |   Fact Checked by Editorial Staff
Last updated: 
LLCBuddy™ offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
At LLCBuddy, we don't just offer information; we provide a curated experience backed by extensive research and expertise. Led by Steve Goldstein, a seasoned expert in the LLC formation sector, our platform is built on years of hands-on experience and a deep understanding of the nuances involved in establishing and running an LLC. We've navigated the intricacies of the industry, sifted through the complexities, and packaged our knowledge into a comprehensive, user-friendly guide. Our commitment is to empower you with reliable, up-to-date, and actionable insights, ensuring you make informed decisions. With LLCBuddy, you're not just getting a tutorial; you're gaining a trustworthy partner for your entrepreneurial journey.
Amend Delaware Certificate of Formation

Amend Certificate of Formation in Delaware: When you start an LLC in Delaware, you must file the Certificate of Formation. This document records all the details of your LLC, such as name, address, name and address of the Registered Agent, and other business-related information. If you make any changes to the LLC, you must file Certificate of Amendment. Any changes you make to the Certificate of Formation must be properly documented and filed with the 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, I will share how to amend Delaware Certificate of Formation easily. I recommend you read the article till the end to learn everything about the process.

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 to the State SOS online or by mail. There are certain details that 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-

  • Name of your Delaware LLC
  • Principal address of the LLC
  • Name and address of the Delaware Registered Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

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 anytime, for example, non-profit 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.

How to Amend Delaware Certificate of Formation

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 changes are common and often take place in Delaware LLC. If you think your LLC needs such changes and you determine to make those changes, then you must proceed to the next step.

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-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.

Along with these details, LLCs must submit more documents to the Delaware SOS.

Step 3: File Delaware Certificate of Amendment

The final step is to file the Certificate of Amendment. One has to submit the Certificate of Amendment (PDF) online or by mail to the Delaware Secretary of State. If there is a name change, the business name change form should be attached to the Amendment form.

  • Filing: To file it by mail or online, the Articles of Amendment form must be submitted to the Certificate of Amendment or uploaded to the Delaware SOS website.

Important Information

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 LLC does not file an amendment for that, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

What is a Delaware Certificate of Formation?
A Delaware Certificate of Formation is a legal document filed with the Delaware Division of Corporations to form a Delaware LLC.
How do I amend Delaware Certificate of Formation?
To amend a Delaware Certificate of Formation, you must file an Amendment of Certificate of Formation with the Delaware Division of Corporations.
What information is required to amend a Delaware Certificate of Formation?
The information required to amend a Delaware Certificate of Formation includes the name of the LLC, the date the LLC was formed, the LLC’s registered agent and address, the name and address of the individual filing the document, and the specific changes being made to the LLC.
How much does it cost to amend a Delaware Certificate of Formation?
The cost to amend a Delaware Certificate of Formation is $90.
How long does it take to amend a Delaware Certificate of Formation?
It typically takes 1-2 business days to process an Amendment of Certificate of Formation in Delaware.
What happens if I don’t amend my Delaware Certificate of Formation?
If you do not amend your Delaware Certificate of Formation, your LLC may be subject to penalties, and your LLC may not be able to conduct certain activities.
Do I need to notify my LLC members when I amend the Delaware Certificate of Formation?
Yes, it is important to notify your LLC members when you amend the Delaware Certificate of Formation.
Can I amend my Delaware Certificate of Formation online?
Yes, you can file an Amendment of Certificate of Formation online with the Delaware Division of Corporations.
Where can I find the Delaware Certificate of Formation forms?
The forms for amending the Delaware Certificate of Formation are available on the Delaware Division of Corporations website.
Who can file an Amendment of Delaware Certificate of Formation?
An Amendment of Delaware Certificate of Formation can be filed by the LLC’s registered agent or a member of the LLC.
What type of changes can I make to a Delaware Certificate of Formation?
The changes that can be made to a Delaware Certificate of Formation include changing the LLC’s name, address, members, registered agent, and duration.
Can I change the LLC’s name when I amend the Delaware Certificate of Formation?
Yes, you can change the LLC’s name when you amend the Delaware Certificate of Formation.
What do I need to do if I change the LLC’s name when I amend the Delaware Certificate of Formation?
If you change the LLC’s name when you amend the Delaware Certificate of Formation, you must update the LLC’s name on all official documents and accounts.
Can I change the LLC’s address when I amend the Delaware Certificate of Formation?
Yes, you can change the LLC’s address when you amend the Delaware Certificate of Formation.
What do I need to do if I change the LLC’s address when I amend the Delaware Certificate of Formation?
If you change the LLC’s address when you amend the Delaware Certificate of Formation, you must update the address on all official documents and accounts.
Can I change the LLC’s registered agent when I amend the Delaware Certificate of Formation?
Yes, you can change the LLC’s registered agent when you amend the Delaware Certificate of Formation.
What do I need to do if I change the LLC’s registered agent when I amend the Delaware Certificate of Formation?
If you change the LLC’s registered agent when you amend the Delaware Certificate of Formation, you must update the registered agent on all official documents and accounts.
Can I change the LLC’s duration when I amend the Delaware Certificate of Formation?
Yes, you can change the LLC’s duration when you amend the Delaware Certificate of Formation.
What do I need to do if I change the LLC’s duration when I amend the Delaware Certificate of Formation?
If you change the LLC’s duration when you amend the Delaware Certificate of Formation, you must update the LLC’s duration on all official documents and accounts.
Can I add members when I amend the Delaware Certificate of Formation?
Yes, you can add members when you amend the Delaware Certificate of Formation.
What do I need to do if I add members when I amend the Delaware Certificate of Formation?
If you add members when you amend the Delaware Certificate of Formation, you must provide the new members with a copy of the amended Certificate of Formation.
Can I remove members when I amend the Delaware Certificate of Formation?
Yes, you can remove members when you amend the Delaware Certificate of Formation.
What do I need to do if I remove members when I amend the Delaware Certificate of Formation?
If you remove members when you amend the Delaware Certificate of Formation, you must provide the removed members with a copy of the amended Certificate of Formation.
Do I need to file the amended Certificate of Formation with the state of Delaware?
Yes, you must file the amended Certificate of Formation with the Delaware Division of Corporations.
What is the filing fee to amend the Delaware Certificate of Formation?
The filing fee to amend the Delaware Certificate of Formation is $90.
Is an amendment of Delaware Certificate of Formation required to update the LLC’s address?
Yes, an amendment of Delaware Certificate of Formation is required to update the LLC’s address.
Is an amendment of Delaware Certificate of Formation required to add or remove members of the LLC?
Yes, an amendment of Delaware Certificate of Formation is required to add or remove members of the LLC.
Is an amendment of Delaware Certificate of Formation required to change the LLC’s name?
Yes, an amendment of Delaware Certificate of Formation is required to change the LLC’s name.
Is an amendment of Delaware Certificate of Formation required to change the LLC’s registered agent?
Yes, an amendment of Delaware Certificate of Formation is required to change the LLC’s registered agent.
Is an amendment of Delaware Certificate of Formation required to change the LLC’s duration?
Yes, an amendment of Delaware Certificate of Formation is required to change the LLC’s duration.

Also Read

Why Delaware LLC Amendment is So Important

Delaware is known as the corporate capital of the world for good reason. Its business-friendly laws and regulations make it an attractive destination for companies looking to establish themselves or expand their operations. One of the key benefits of setting up a Limited Liability Company (LLC) in Delaware is the ability to easily and efficiently amend your entity formation documents.

LLC amendments allow businesses to make changes to their operating agreement, members, management structure, or any other aspect of their organization as needed. Whether it’s adding new members, changing ownership percentages, or updating reporting requirements, Delaware LLC amendments provide companies with the flexibility to adapt to changing circumstances quickly and easily.

In today’s rapidly changing business landscape, being able to respond to market forces, competitive pressures, or other external factors is essential. Companies that are bound by rigid corporate structures may find themselves at a disadvantage, unable to make necessary changes when needed. This is where Delaware LLC amendments shine, giving businesses the freedom and agility to adjust their operations in real-time.

Furthermore, Delaware LLC amendments offer businesses the opportunity to protect their assets, shield themselves from liability, and maintain their privacy. By updating their operating agreements or member arrangements, companies can ensure that their interests are safeguarded and their legal obligations are met. This level of flexibility and protection is invaluable in today’s uncertain business environment.

Additionally, Delaware LLC amendments provide businesses with a competitive advantage by allowing them to take advantage of the state’s favorable tax laws and business-friendly environment. By maintaining compliance with Delaware’s regulations and updating their entity formation documents as needed, companies can position themselves for success and growth in the long term.

Overall, the importance of Delaware LLC amendments cannot be overstated. They offer businesses the flexibility, protection, and competitive edge they need to thrive in today’s dynamic economy. Companies that take advantage of these opportunities can set themselves up for success and ensure their continued growth and prosperity in the years to come. Delaware LLC amendments are truly critical to the success of businesses operating in today’s fast-paced business environment.

Conclusion

In conclusion, amending Delaware Certificate of Formation is a simple process that requires a few steps to report any changes made to an LLC. Filing the Certificate of Amendment is crucial, and failure to do so can lead to legal issues and non-compliance with state laws. 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.

Leave a Comment