Certificate of Formation
(DE Series LLC)

Summary

This template for a certificate of formation (DE Series LLC) may be filed to form a series LLC in Delaware. A series LLC includes multiple, potentially unlimited, liability "baskets" under a single organizational umbrella and is tantamount to separately incorporating several different LLCs. This template contains practical guidance and drafting notes. The certificate of formation must be filed with the Delaware Secretary of State accompanied by a filing fee of $90. Only one filing fee is required to form a Series LLC regardless of the number of series it contains. The template itself is usually a very simple document and no longer than one page in length. While the specifics may vary, every certificate of formation must contain the following elements: (i) the name of the LLC, (2) the address of the registered office, (3) the name and address of the registered agent in Delaware, (4) a statement noting the existence and scope of the underlying series within the LLC, (5) a statement providing notice to creditors that their recourse with respect to the liabilities of a series is limited to the assets associated with said series, and not the assets of the LLC generally or the assets of any other series, and (6) the dated signature of an authorized person or the organizer. For a full listing of key content covering Delaware Limited Liability Company formation, organization, maintenance, ownership, management, and dissolution, see Limited Liability Company Resource Kit (DE). For further guidance, see Formation and Qualification (DE LLC).