A Certificate of Formation is the document filed with the Delaware Secretary of State to create a limited liability company. For private fund structures, this is used to form the GP entity, the management company, and any LLC-structured funds or SPVs.
Why It Matters
Every LLC in your fund structure requires its own Certificate of Formation. The GP, management company, and any SPVs each need a separate filing. A typical fund with three entities needs three separate filings and three separate fees.
Key Details
- Filed with the Delaware Division of Corporations
- Filing fee is approximately $90
- Lists the entity name and registered agent
- Does not disclose members or managers (those are in the operating agreement)
- Each entity needs its own EIN from the IRS after formation
For more on the full formation process, see the Fund Formation and Structure Guide.
Capital Company handles LLC formation filings and entity setup as part of fund administration.
This content is for informational purposes only and does not constitute legal, tax, or compliance advice. Consult qualified counsel for guidance specific to your situation.