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What Is a Certificate of Formation?

This document officially creates your business. Different states call it different things. Here is everything you need to know.

Your Certificate of Formation is the birth certificate of your business.

The Many Names for the Same Document

Different states use different names for the document that creates your business. But they all serve the same purpose.

Entity TypeCommon Names
LLCArticles of Organization, Certificate of Formation, Certificate of Organization
CorporationArticles of Incorporation, Certificate of Incorporation, Corporate Charter
Limited PartnershipCertificate of Limited Partnership

What It Contains

Your formation document is usually short. Most are just one or two pages. Here is what it typically includes:

Business name (must include LLC, Inc., Corp., etc.)
Principal office address
Registered agent name and address
Name and address of the organizer(s)
Purpose of the business (many states accept a general purpose statement)
Management structure (member-managed or manager-managed for LLCs)
Duration (perpetual or a specific date)

How to File

1

Prepare your information

Gather your business name, registered agent details, and organizer information. Make sure your business name is available by searching in the state database.

2

Complete the form

Most states offer a fill-in-the-blank form on the Secretary of State website. Some states also accept online filings.

3

Pay the filing fee

Fees vary by state. Check our filing fees comparison page for exact amounts.

4

Receive your filed copy

Once approved, the state will send back a stamped or certified copy. This is your official proof that your business exists.

Formation Document vs Operating Agreement

These are two different things. People often confuse them.

Certificate of Formation

Filed with the state. Creates the business entity. Part of the public record. Required in all states.

Operating Agreement / Bylaws

Internal document. Governs how the business is run. Private and not filed with the state. Not required in all states but strongly recommended.

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