Certificate of Formation/Incorporation - What is it and what to expect from this document?

Definition

The Certificate of Formation is a legal document that says the LLC was duly formed and is officially recognized as a legal entity in the state in which it was filed.

The Certificate of Incorporation is a legal document that says your Corporation was incorporated and is officially recognized in the state in which it was filed.

These documents are filed to the Secretary of State office of your choice: Delaware or Wyoming. 

What kind of information will you find in this document?

Certificate of Formation - company's name, the state of registration, and the registered agent information. If you want to know more about what is the agent, you can check this article. 

Certificate of Incorporation - company's name, the state of registration, the registered agent information, the number of authorized shares, and the par value.

For Wyoming companies, you will also see your company's business address disclosed. Please see below why it is not the case for Delaware companies.

Why don't you see the business address disclosed on Delaware Certificates?In Delaware, only the registered agent's address is disclosed on the Certificate, not your company's address. The reason is that we want to avoid amendments regarding the business address change. An amendment to the Certificate will always have an additional cost. 

So, where can you find the business address for your company if it is registered in Delaware?

The business address will show up in the post-formation documents:

Operating Agreement (LLC);

Post-Incorporation Package (Corp);

SS4 and 8821 forms (EIN process).

Why are the owners' names not disclosed in this document?

In general, Delaware and Wyoming LLCs are filed without listing the name and address of the member(s) for public record, since it’s not required when filing the Certificate of Formation in those states.

One of the reasons is that Wyoming and Delaware take data protection laws seriously, requiring registered agents to maintain private data for businesses rather than have sensitive data entered into a public database. However, the owner's name will be disclosed on the post-formation documents as those are private documents. 

This means any changes, from adding/removing members, to changing the ownership structure, are all addressed within the Operating Agreement for LLCs/ Post-Incorporation Package for Corporations.

On top of that, we want to avoid client amendment requests related to members' or shareholders' information that can change along the registration process or even after the process is completed. Again, an amendment to the certificate always has a cost (covered by the client).