Member or Manager managed Delaware Limited Liability Company
The Delaware LLC is formed by filing a certificate of formation. The Delaware LLC certificate of formation does not require listing the members and managers, thus making it private. As your Delaware registered agent, we are required to maintain the member and manager information and contact details of these people. The state of Delaware has worked very hard to make filing Delaware LLCs easy and simple. The Delaware LLC is not truly private because the state or the courts can order your registered agent to produce this documentation.
A lot of people form Delaware LLCs because the state does not list member or manager info online and technically, the state never asks for this information. You don’t list them on the public documents and you don’t list them when you pay your annual $300 Delaware LLC fee.
Many clients ask us how they actually know the Delaware LLC is theirs then? That’s a great question!
We give all our clients the option when we form the DE LLC to actually list this information publicly on the Delaware certificate of formation. It still won’t show up online when people search your name, but if someone ordered a certified copy of your articles it would show up there. Most people want to be as private as possible, so most people don’t want this listed.
After we form the Delaware LLC, we provide you initial resolutions where we show a chain from us signing as organizer to you as the member(s). We appoint the member(s) and manager(s) on this document as well as the Delaware LLC operating agreement. You sign the Delaware LLC operating agreement as the member(s). So randomly picking a website to form your Delaware LLC is quite a gamble. What you file with the state is only really the beginning and basically worthless without the proper internal documents.
We do from time to time hear of people getting their LLCs hijacked… Technically, you could easily prove that the LLC is yours with the chain of documents from the certificate of formation to the initial resolutions to the operating agreement. But imagine if you went with a budget incorporator and didn’t have this paperwork. How would you ever prove that the Delaware LLC was yours?