Creating a Certificate of Formation

Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Forming a business entity requires attention to many factors, with the Certificate of Formation at its core. This document is essential for entrepreneurs, business owners, and legal professionals to understand and file with the appropriate state authorities in order to officially create a business.

The Certificate of Formation identifies the entity’s name and purpose; outlines its management structure, local office address, and duration; captures owners’ names and signatures; and records the business entity’s address. By filing this document, businesses are officially recognized by the state while gaining key legal protections. It also serves as an agreement between the owners and managers outlining their respective roles within their organization as well as their obligations to act in its best interests.

The form is far-reaching beyond just founding a company too: it works to protect those involved in it should any disputes arise – acting both as an official record of formation as well as evidence that can be used in court if need be. Plus, without having completed a Certificate of Formation it would be impossible for companies to apply for further licences or permits necessary for daily operations.

Although experts have long known of this importance, Genie AI has endeavored to make certificate creation easier with millions of data points helping teach AI what market standard forms look like – arming anyone with access to our open source legal template library with the ability to customize high quality documents without expending lawyer fees or hours drafting documentation - all free! From here on out our step-by-step guide will help answer all questions related to certificate creation so you can take advantage of these templates today.

Definitions

Certificate of Formation: A legal document that is required to form a new business entity, outlining the basic information such as its name, purpose, duration, and other necessary information.

Requirements: Rules or regulations that must be followed or adhered to.

Software: Programs used to carry out tasks on a computer or other electronic device.

Filing: The process of submitting a document to the appropriate authority.

Government Entity: A department, agency, or other body of the government.

Notary Public: A public official authorized to witness the signing of documents and to certify that the signatures on the documents are authentic.

Contents

1. Definition of a Certificate of Formation
2. What is a Certificate of Formation?
3. What is it used for?
4. Requirements for Creating a Certificate of Formation
5. What should be included in the Certificate of Formation?
6. What information about the company is needed?
7. How to Create a Certificate of Formation
8. What software do you need to create the Certificate?
9. What are the steps for creating the Certificate?
10. Filing the Certificate of Formation with the Appropriate Government Entity
11. What government entity do you need to file with?
12. What information is required to submit the Certificate?
13. How do you submit the Certificate?
14. What are the fees associated with filing?
15. The Impact of the Certificate of Formation
16. What is the legal effect of filing the Certificate?
17. What rights and obligations does the company acquire?
18. How does filing the Certificate affect the company’s taxes?
19. Common Mistakes to Avoid When Creating a Certificate of Formation
20. What are the most common mistakes made when creating the Certificate?
21. What are the consequences of making these mistakes?
22. How can you avoid making these mistakes?
23. Completing the Certificate of Formation
24. What information needs to be included in the Certificate?
25. What documents need to be signed?
26. How do you ensure the accuracy of the Certificate?
27. Obtaining Signatures for the Certificate of Formation
28. Who needs to sign the Certificate?
29. How do you collect the necessary signatures?
30. What are the necessary steps for verifying signatures?
31. Notarizing the Certificate of Formation
32. What is the role of a Notary Public?
33. How do you find a Notary Public?
34. What documents do you need to present to the Notary?
35. Submitting the Completed Certificate of Formation
36. What is the process for submitting the Certificate?
37. What is the turnaround time for processing?
38. What is the best way to follow up on the status of the filing?

Get started

Definition of a Certificate of Formation

• Understand that a Certificate of Formation is a legal document that serves as proof of the existence of a limited liability company (LLC).
• Research the requirements for forming an LLC in your state.
• Determine the information you will need to include in your Certificate of Formation.
• Review the templates and sample documents available online or from a local state office.
• When you have an understanding of what a Certificate of Formation is and what information you need to include, you can check this off your list and move on to the next step.

What is a Certificate of Formation?

• A Certificate of Formation is a legal document filed with the Texas Secretary of State that serves as the official record of the formation of a limited liability company (LLC).
• It is necessary to create a Certificate of Formation in order to legally form an LLC in the state of Texas.
• The Certificate of Formation must include the name of the LLC, the mailing address of the LLC’s registered office, the name and address of the LLC’s registered agent, and the signature of the LLC’s organizer.
• Once this information has been properly filled out and signed, the Certificate of Formation must be filed with the Texas Secretary of State.
• You will know that you can check this off your list and move on to the next step when the Certificate of Formation has been filed with the Texas Secretary of State.

What is it used for?

• A Certificate of Formation is used to create a corporation or limited liability company in the state where it will be operating.
• It’s an official document that needs to be filed with the state and includes information such as the company’s name, purpose and contact information.
• It also includes the names and addresses of the initial directors or members and the number of shares the corporation is authorized to issue.
• When you have all the information needed to create the document, you will know you can check this step off your list and move on to the next step.

Requirements for Creating a Certificate of Formation

• Research your state’s specific requirements for creating a Certificate of Formation
• Check to make sure you have the necessary information to include in the Certificate of Formation, such as the name of the business, the purpose of the business, the address of the business, the name and address of the registered agent, and the type of business
• Determine whether you’ll need to file the Certificate of Formation in person, via mail, or online
• If needed, obtain a Certificate of Good Standing from the entity registration office in your state
• Make sure you have the required fee for filing the Certificate of Formation
• When you have all the information, forms, and fees ready, you can check this step off your list and move on to the next step.

What should be included in the Certificate of Formation?

• Name of the company
• Address of the company
• Name and address of the registered agent
• Purpose of the company
• Number of shares of stock that the company is authorized to issue
• Whether the company will have members or not
• Name and address of each incorporator
• Signature of at least one incorporator

Once you have gathered the information above and have completed the Certificate of Formation, you can move on to the next step.

What information about the company is needed?

• The company’s name
• The company’s address
• The name of the registered agent
• The purpose of the company
• The type of business entity
• The date of formation
• The name and address of each organizer

When you have all of this information, you can check this step off your list and move on to the next step.

How to Create a Certificate of Formation

• Gather the necessary information about the company, including its name, address, purpose, and registered agent.
• Research the state laws and requirements for forming the company.
• Create a Certificate of Formation document using a word processor or other software.
• Fill out the required information in the Certificate of Formation, like the company’s name, address, purpose, and registered agent.
• Have the document signed by the appropriate parties.
• File the Certificate of Formation with the state.
• Pay the required filing fees.

Once you have completed these steps, you can check off this step and move on to the next step.

What software do you need to create the Certificate?

• A word processor, such as Microsoft Word, Google Docs, or OpenOffice.
• A printer in order to print the certificate.
• The applicable Certificate of Formation form, which can be found online.

You will know when you have completed this step when you have the word processor, printer, and form ready and accessible.

What are the steps for creating the Certificate?

• Research applicable laws and requirements for filing the Certificate of Formation
• Draft the Certificate of Formation and include all necessary information
• Have the Certificate of Formation signed by the incorporators
• Attach any necessary documents to the Certificate of Formation
• Submit the Certificate of Formation for filing with the appropriate government entity

How you’ll know when you can check this off your list and move on to the next step:

• You will know that you can check this off your list and move on to the next step when you have submitted the Certificate of Formation for filing and received proof of filing from the government entity.

Filing the Certificate of Formation with the Appropriate Government Entity

• Prepare the Certificate of Formation by following the steps outlined in the previous step
• Submit the Certificate of Formation to the applicable government entity, usually the Secretary of State
• Pay the necessary filing fee
• Check the government entity’s website to confirm that the Certificate of Formation has been accepted and approved
• Obtain a copy of the approved Certificate of Formation for your records
• Once the Certificate of Formation has been accepted and approved, you have completed this step and can move onto the next step

What government entity do you need to file with?

• You will need to file the Certificate of Formation with the Secretary of State in the state where you plan to incorporate your business.
• You can check this off your list once you have sent the Certificate of Formation to the Secretary of State.

What information is required to submit the Certificate?

• The name of the business
• The type of business entity
• The address of the business’s principal office
• The name and address of the registered agent
• The duration of the business entity
• The mailing address of the business
• Any other information the state may require

When you have all the information gathered, you can check this off your list and move on to the next step.

How do you submit the Certificate?

• Submit the Certificate of Formation online via the Secretary of State’s website
• Print out a copy of the Certificate and mail it in to the Secretary of State along with a check or money order for the filing fee
• If you submit online, you will receive confirmation of your filing via email
• Once your Certificate of Formation has been accepted and filed, you will receive a certificate of filing in the mail
• When you have received both the confirmation email and the certificate of filing, you can check this step off your list and move on to the next step.

What are the fees associated with filing?

• Contact your state government to determine the filing fee for your Certificate of Formation.
• Fees vary from state to state.
• You may have to pay additional fees for expedited service or if you’re filing through a third-party provider.
• Fees are usually payable in cash, check, or money order.
• When you have the correct fee amount, you can move on to the next step.

The Impact of the Certificate of Formation

• Understand the legal effects that come with filing your Certificate of Formation, such as the ability to enter into contracts and hire employees
• Learn about the tax implications and other regulations that come with forming a business
• Know the other benefits of filing a Certificate of Formation, such as increased credibility and name protection
• Be aware of the potential issues that can arise from not filing a Certificate of Formation, such as legal liability or difficulty in raising capital

You can check this off your list when you have a full understanding of the impact of the Certificate of Formation.

What is the legal effect of filing the Certificate?

• The Certificate of Formation is the document that legally creates your company.
• When you file the Certificate of Formation, you will receive an official filing receipt from the state.
• This filing receipt indicates that your company is now legally formed and has the same rights and responsibilities as any other business entity in the state.
• Once you receive the filing receipt, you can check this step off your list and move on to the next step of understanding the rights and obligations of the company.

What rights and obligations does the company acquire?

• Understand that by filing the Certificate of Formation, the company has agreed to abide by the state’s laws and regulations
• Understand that the company has the right to conduct business, enter into contracts, and sue and be sued
• Understand that the company is subject to taxes, fees, and reporting requirements
• Understand that the company must adhere to the restrictions imposed by the governing documents
• Understand that the company is responsible for the payment of any debts incurred

You will know you have completed this step when you have a good understanding of the rights and obligations that the company is subject to.

How does filing the Certificate affect the company’s taxes?

• The filing of the Certificate of Formation will not necessarily have an immediate effect on the company’s taxes.
• Depending on the company’s structure, it may need to register with the state and apply for an Employer Identification Number (EIN) before it can be taxed.
• The company may need to register with the Internal Revenue Service (IRS) and the applicable state tax authority to obtain a taxpayer identification number (TIN).
• Depending on the type of business, the company may need to pay corporate income taxes, estimated taxes, payroll taxes, and other taxes.
• It is important to consult with a qualified tax professional to determine the company’s tax obligations.

You will know when you can check this off your list when you have consulted with a qualified tax professional and are aware of the company’s tax obligations.

Common Mistakes to Avoid When Creating a Certificate of Formation

• Make sure to include all required information such as the name and purpose of the company, the period of duration, and the address of the registered office
• Check that all signature lines are included and the correct number of incorporators have signed
• Ensure that all applicable laws and regulations are being followed
• Double-check that all forms are accurately completed and filed correctly
• Avoid using a generic template form
• When you have checked all the above items, you can be confident the Certificate of Formation is complete and ready to be filed.

What are the most common mistakes made when creating the Certificate?

• Failing to include the required information such as the company’s name, state of formation, purpose of the company, and the names and addresses of the incorporators
• Failing to adhere to the state’s naming requirements, such as avoiding the use of language prohibited by the state
• Failing to file the Certificate of Formation with the proper state agency
• Not properly signing the Certificate of Formation
• Failing to keep a copy of the Certificate of Formation for your records

Once you have reviewed the required information and ensured that all the information is included and accurate, you can check this off your list and move on to the next step.

What are the consequences of making these mistakes?

• Failing to properly register a Certificate of Formation can result in fines, penalties, and even criminal prosecution
• Your LLC may not receive the protections and benefits of being a separate legal entity if the Certificate of Formation is not properly completed
• You may face difficulties in obtaining permits, contracts, and other business-related documents
• Your LLC may not be able to sue or be sued if the Certificate of Formation is not properly completed
• You may face difficulty in obtaining financing or forming business partnerships if the Certificate of Formation is not properly completed

How you’ll know when you can check this off your list and move on to the next step:
Once you have read and understood the consequences of making mistakes in the formation of a Certificate of Formation, you can move on to the next step.

How can you avoid making these mistakes?

• Research the requirements for forming your business in your state, including any specific terminology that must be used.
• Consult with a lawyer or other expert to make sure you are familiar with all the legal terminology, laws, and regulations that apply to your business type and state.
• Review each section of the Certificate of Formation carefully, double-checking all information and language used.
• Have a professional review and/or proofread your Certificate of Formation before submitting it.

Once you have researched, consulted, and double-checked all of the information and language in the Certificate of Formation, you can move on to the next step.

Completing the Certificate of Formation

• Review the Certificate of Formation to ensure all information is correct and accurate
• Check that all required sections are completed
• Make sure that the language of the Certificate is complete and accurate
• Ensure that your Certificate of Formation is signed and dated
• Make sure that the Certificate of Formation is filed with the state
• Have a copy of the Certificate of Formation for your records
• When all of the steps above are completed, you can check off this step and move on to the next step.

What information needs to be included in the Certificate?

• List the name of the business entity
• Include the address of the business entity
• Include the purpose of the business entity
• List the duration of the business entity
• Include the name and address of the registered agent
• Include the name of the incorporator
• Include the date of filing

When all the required information is included, you can move on to the next step.

What documents need to be signed?

• Sign the Certificate of Formation in front of a notary public
• Have all the necessary parties sign the Certificate of Formation
• Make sure all signatures are notarized
• Once the signatures are notarized, the Certificate of Formation is complete and ready to be filed
• Make sure to keep a copy of the signed and notarized Certificate of Formation for your records
• You can now check this off your list and move on to the next step, which is ensuring the accuracy of the Certificate.

How do you ensure the accuracy of the Certificate?

• Make sure the content of the Certificate of Formation is true and accurate
• Double check that all information is correct, including the name of the company, the purpose of the business, the address of the company, the county in which the company is located, the type of company, the registered agent name and address, and the names of the incorporators
• Verify that the Certificate of Formation includes the necessary signatures and notarizations
• Ensure that all signatures are made in the presence of a notary public
• Once you have double-checked that all information is accurate and complete, you can move on to the next step: obtaining signatures for the Certificate of Formation.

Obtaining Signatures for the Certificate of Formation

• Have all the required signatories sign the Certificate of Formation document
• Make sure the names and titles of the signatories are accurate
• Have the document notarized, if required
• Ensure you have the original signed document, as most states require the original for filing
• Keep a copy of the signed Certificate of Formation for your records
• Once the document is signed and notarized/filed, you can move on to the next step.

Who needs to sign the Certificate?

• At least one member of the LLC must sign the Certificate of Formation.
• All members should sign if possible.
• Make sure all signatures are witnessed and notarized.

You will know you can check this off your list when all necessary members of the LLC have signed the Certificate of Formation, and all signatures have been witnessed and notarized.

How do you collect the necessary signatures?

• Obtain the signatures of the incorporator(s) on the Certificate of Formation.
• If the incorporator is not the organizer, confirm that the organizer has signed the Certificate.
• Make sure that all necessary signatures are present and that all signatures are legible.
• Once all signatures are obtained and verified, you can move on to the next step.

What are the necessary steps for verifying signatures?

• Verify the signature of each person who signed the Certificate of Formation
• Confirm that the signature is genuine and that the signer is the person they are claiming to be
• Make sure that the signer was of legal age and was of sound mind when signing
• Make sure that the signer was not coerced or forced into signing
• Once all signatures have been verified, the Certificate of Formation will be considered valid.

You will know that you have completed this step when all signatures have been verified.

Notarizing the Certificate of Formation

• Ensure that the Certificate of Formation is signed by all the incorporators.
• Present the Certificate of Formation to a Notary Public.
• The Notary Public will verify the identity of the incorporators, as well as witness them signing the Certificate of Formation.
• The Notary Public will then stamp and sign the Certificate of Formation.
• Once the Certificate of Formation has been notarized, you can check this step off your list and move on to the next step.

What is the role of a Notary Public?

• A Notary Public is an individual authorized to witness the signing of documents and to certify that they are authentic.
• The Notary Public will need to witness and certify the signatures of all the incorporators listed on the Certificate of Formation.
• The Notary Public will also need to stamp and sign the Certificate of Formation.
• Once you have completed this step, you will have officially notarized the Certificate of Formation.

How do you find a Notary Public?

• Use an online directory of notaries in your state
• Contact your bank or local post office to inquire about notary services
• Use a mobile notary service in your area
• When you have found a notary, call to confirm their availability and to discuss fees

Once you have found a notary, you can check this step off your list and move on to the next step.

What documents do you need to present to the Notary?

• Draft of the Certificate of Formation
• A copy of the Certificate of Formation
• Your driver’s license or other valid government-issued photo identification
• Any applicable fees
• When you have all of these documents and the Notary has verified your identity, you can sign the documents in front of the Notary.

Once you have signed the documents in front of the Notary, this step will be completed and you can move on to the next step of submitting the Certificate of Formation.

Submitting the Completed Certificate of Formation

• Take the completed Certificate of Formation documents to your local county clerk or the Secretary of State’s office where you will be required to sign the documents in front of a notary.
• Once you have signed the documents in front of the notary, you can submit the documents to the county clerk or Secretary of State’s office for review.
• The county clerk or Secretary of State’s office will review the documents for accuracy and completeness and will then register the Certificate of Formation.
• Once the Certificate of Formation is registered, you will receive a confirmation from the county clerk or Secretary of State’s office.
• This confirmation is your proof that the Certificate of Formation has been registered and is now in effect.

What is the process for submitting the Certificate?

• Download and complete the Certificate of Formation from your state’s website.
• Once completed, you can submit the Certificate of Formation to your state’s Secretary of State office in person, by mail, or online.
• Fees may apply to submit the Certificate of Formation. Check with your state’s Secretary of State office for more information.
• Once you have submitted the Certificate of Formation, the Secretary of State’s office will review and process the document.
• You will receive confirmation from your Secretary of State’s office when the Certificate of Formation has been processed and accepted.

What is the turnaround time for processing?

• The turnaround time for processing a Certificate of Formation will vary depending on the state in which it is being filed.
• Generally, it can take anywhere from 1-2 business days up to a few weeks.
• To get an estimate of the processing time, it’s best to contact the Secretary of State’s office in the state where the Certificate of Formation is being filed.
• Once the filing has been accepted, you will be notified via email.

What is the best way to follow up on the status of the filing?

• Contact the state agency to which the filing was submitted
• Use the tracking number provided when the filing was submitted
• Check the agency’s website for information about the status of the filing
• You can check off this step once you have successfully followed up with the agency and have received an answer about the status of the filing.

FAQ

Q: What is a Certificate of Formation?

Asked by Susan on January 1st, 2022.
A: A Certificate of Formation is an official document that is filed with a state government to register a new business. It is also sometimes known as a Certificate of Incorporation or Articles of Incorporation. The Certificate of Formation outlines the basic information about the new business and sets out its purpose, name, address, directors, and other important details. It also acts as a record of the creation of the business and can help prove the existence of the business in certain legal cases.

Q: What other documents do I need to create my company?

Asked by Matthew on February 3rd, 2022.
A: In addition to filing your Certificate of Formation with the state, you may also need to obtain other documents depending on your company’s structure and where you live. For example, LLCs may need to file an Operating Agreement, while corporations may need to file Bylaws or By-laws. You may also need to obtain an Employer Identification Number (EIN) from the IRS, register for certain taxes with your state government, and obtain licenses or permits if required in your industry or sector.

Q: Are there different types of Certificates of Formation?

Asked by Jessica on March 7th, 2022.
A: Yes, there are different types of Certificates of Formation depending on where you live and what type of business you are creating. In the United States, there are typically three types: (1) LLCs; (2) Corporations; and (3) Non-profits/Charities. Each type has its own set of rules and regulations that must be followed when filing a Certificate of Formation.

Q: Does my Certificate of Formation need to be filed in all 50 states?

Asked by Mark on April 11th, 2022.
A: No, typically you will only need to file your Certificate of Formation in the state where you plan to operate your business or where you are located. However, some businesses may have operations in multiple states and may need to file their Certificate of Formation in multiple states as well.

Q: How do I know which state to file my Certificate of Formation in?

Asked by Amy on May 15th, 2022.
A: Generally speaking, you should file your Certificate of Formation in the state where you plan to operate your business or where you are located. In some cases, it may be beneficial to file in a different state that has more favorable laws or regulations for certain types of businesses. You should consult with a lawyer or tax advisor before making this decision.

Q: What information do I need when filing my Certificate of Formation?

Asked by David on June 19th, 2022.
A: When filing your Certificate of Formation you will typically need to provide information such as the name and address of your company; the type of company it is (e.g., LLC or Corporation); the names and addresses of its directors; its purpose; its registered agent; and any other relevant information needed for registration in that particular state.

Q: Are there any restrictions on the name I can use for my business?

Asked by Sarah on July 23rd, 2022.
A: Yes, most states have restrictions on which names can be used when registering a business entity such as an LLC or Corporation. Generally speaking these rules are designed to prevent confusion between similar sounding names that could lead potential customers to think they’re dealing with the wrong company or individual. When choosing a name for your business it’s important to check with your state’s Secretary of State office for any restrictions that may apply before filing your Certificate of Formation.

Q: Do I need an attorney when filing my Certificate of Formation?

Asked by Michael on August 27th, 2022.
A: Although it is not always necessary to have an attorney when filing a Certificate of Formation, it is often a good idea to consult with one before doing so. An attorney can provide advice on which state is best for registering your business entity; ensure that all documents are completed correctly; answer any questions you may have about specific laws or regulations; review contracts; and provide other general legal advice related to starting a new business entity.

Q: How long does it take to complete a Certificate of Formation?

Asked by Jennifer on September 1st, 2022.
A: The time it takes to complete a Certificate of Formation varies depending on which state it needs to be filed in and how much information needs to be provided. Generally speaking though it should only take a few days at most once all necessary documents and information have been collected and submitted correctly.

Q: Can I file my Certificate of Formation online?

Asked by John on October 5th, 2022.
A: Yes, most states allow businesses to file their Certificates of Formation online through their respective Secretary of State offices’ websites as long as all necessary documents have been completed correctly beforehand and all required fees paid. This process is usually much quicker than manually filing paperwork via mail or in person at the Secretary’s office itself as it allows for an immediate confirmation that the filing has been accepted by the state government once submitted correctly online.

Example dispute

Suing a Corporation over Breach of Certificate of Formation

• A plaintiff might sue a corporation over breach of its certificate of formation if they believe the company has failed to act in accordance with the requirements set out in the document.
• The plaintiff must be able to demonstrate that the corporation failed to adhere to the terms set out in the certificate of formation and that this failure caused them some form of harm or loss.
• Possible settlements could include an agreement for the corporation to comply with the terms of the certificate of formation, or for the plaintiff to receive some form of compensation for their damages.
• Damages may be calculated based on the extent of the harm caused by the breach, such as lost income, medical expenses, and more.

Templates available (free to use)

Certificate Of Amendment Of Certificate Of Formation Corporation Texas
Certificate Of Amendment Of Certificate Of Formation Limited Liability Company Texas
Certificate Of Amendment Of Certificate Of Formation Limited Partnership Texas
Certificate Of Correction Of Certificate Of Formation Corporation Texas
Certificate Of Correction Of Certificate Of Formation Limited Liability Company Texas
Certificate Of Formation Delaware
Certificate Of Formation For Profit Corporation Texas
Certificate Of Formation Limited Liability Company Texas
Certificate Of Formation Limited Partnership Texas
Certificate Of Formation New Jersey
Certificate Of Formation Professional Corporation Texas
Certificate Of Formation Tennessee
Certificate Of Formation Washington
Restated Certificate Of Formation Corporation Texas
Restated Certificate Of Formation Limited Liability Company Texas

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