Delaware LLC Act Basics for SPVs

Delaware LLC Act basics for SPVs start with three practical facts: a Delaware limited liability company is formed by filing a certificate of formation with the Secretary of State; the limited liability company agreement (operating agreement) is where manager authority, economics, and investor rights actually live; and annual Delaware entity tax for LLCs/LPs/GPs is a separate Division of Corporations calendar. This is general information from Delaware primary sources, not legal advice.

Counsel applies the current Delaware Limited Liability Company Act (6 Del. C. Chapter 18) to your facts. Allocations forms and administers Delaware vehicles as productized SPVs and funds. Confirm live admin dollars on fees. Banking: banking.

Formation: certificate vs operating agreement

Under 6 Del. C. Sec. 18-201 (fetched 8 Sep 2026), in order to form a limited liability company, one or more authorized persons must execute a certificate of formation filed in the office of the Secretary of State. The certificate must set forth:

1. The name of the limited liability company;

2. The address of the registered office and the name and address of the registered agent required by Sec. 18-104; and

3. Any other matters the members determine to include therein.

A limited liability company is formed at the time of filing of the initial certificate (or a later date/time specified in the certificate) if there has been substantial compliance. The LLC is a separate legal entity until cancellation of the certificate of formation.

Critically, Sec. 18-201(d) provides that a limited liability company agreement may be entered into before, after, or at the time of filing, and may be made effective as of the filing or another time reflected in the agreement. In syndicate practice, that means: public filing is short; private OA carries the deal economics, transfer restrictions, and manager powers LPs actually diligence.

Management default: members unless the OA says otherwise

Under 6 Del. C. Sec. 18-402 (fetched 8 Sep 2026):

• Unless otherwise provided in a limited liability company agreement, management is vested in the members in proportion to their then-current percentage or other interest in profits, with decisions of members owning more than 50% of that interest controlling.

• If the LLC agreement provides for management by a manager (in whole or in part), management to that extent is vested in the manager chosen as the agreement provides.

• Unless otherwise provided in the agreement, each member and manager has authority to bind the LLC.

Venture deal SPVs are typically manager-managed in the OA so the syndicate lead can admit investors, execute the purchase, and run distributions without member-by-member operational votes. That is a drafting choice—not something the certificate of formation must scream in all caps under Sec. 18-201's minimum contents. Ask counsel how your OA designates the manager (Sec. 18-401 / Sec. 18-101 definitions apply—confirm live code).

Series awareness (not a default syndicate pattern)

6 Del. C. Sec. 18-215 allows an LLC agreement to establish series of members, managers, interests, or assets, with an internal liability shield for a protected series when statutory conditions are met (including separate records, agreement language, and notice in the certificate of formation). Registered series mechanics appear in related sections (including Sec. 18-218).

Many venture syndicates still prefer a separate Delaware LLC SPV per deal because banks, issuer counsel, and secondary buyers recognize a clean single-entity story. Series can be powerful; they are not a free 'stack deals cheaply' toggle. If you are evaluating series, read the live statute and get counsel—do not rely on a blog summary for shield conditions.

Annual Delaware tax (verified primary source)

Per the Delaware Division of Corporations LLC/LP/GP Franchise Tax Instructions (fetched 8 Sep 2026):

• All domestic and foreign LLCs, LPs, and GPs formed or registered in Delaware must pay an annual tax of $400.00.

• Due on or before June 1.

• No annual report requirement for LLCs/LPs/GPs under that page.

• Failure to pay: penalty $200.00 plus 1.5% interest per month on tax and penalty.

• No proration; assessed if the entity is active anytime during January 1–December 31 of the tax year.

Older mirrors on the internet have historically shown different dollar figures—do not paste them. Use corp.delaware.gov/alt-entitytaxinstructions/ (or counsel) at publish time. How series interact with the annual tax count is a Division / counsel question; this article does not invent a per-series multiplier.

Why Delaware shows up in SPV decks

Sponsors pick Delaware for familiar statute text, Court of Chancery fluency among counsel, and investor habit—not because the Act magically replaces securities analysis, tax classification, or banking KYC. Live education: Why Delaware for SPVs. Freedom-of-contract policy language lives in the Act's construction provisions (commonly discussed under Sec. 18-1101)—confirm current text with counsel before claiming 'we waived all duties' in a teaser.

Mapping Act basics to an Allocations close

On Allocations (fetched 8 Sep 2026): Standard SPV $9,950; Premium SPV $19,500; Fund $19,500/year; 0% platform carry. Additional fees may apply. Deal surface: /spv. Program surface: /fund. Emerging managers: /emerging-managers.

Cancellation and good standing hygiene

Sec. 18-203 addresses cancellation of the certificate upon dissolution and completion of winding up (and related events). The Secretary of State shall not issue a certificate of good standing if the certificate of formation is canceled. Practical takeaway: exiting the asset is not the same as canceling the entity—orphan SPVs still need tax and standing hygiene until counsel completes wind-up filings.

What this page is not

• Not legal advice or a formation kit.

• Not investment advice.

• Not tax advice (federal partnership rules are separate—see IRS Publication 541 and Instructions for Form 1065).

• Not a substitute for reading the live Delaware Code or corp.delaware.gov pages.

Practical checklist

1. Confirm certificate contents with counsel against live Sec. 18-201.

2. Make the OA the source of truth for manager powers and LP economics.

3. Decide explicitly: separate SPV per deal vs series—and document why.

4. Calendar Delaware $400 by June 1 from the official instructions page.

5. Buy admin from a published SKU on /fees; open banking per /banking.

FAQ

What must a Delaware LLC certificate of formation include?

Under Sec. 18-201 (fetched 8 Sep 2026): the LLC name; registered office address and registered agent name/address; and any other matters members choose to include. The OA holds most syndicate economics.

Are Delaware LLCs manager-managed by default?

No. Sec. 18-402 defaults to member management unless the LLC agreement provides for a manager. Most deal SPVs elect manager-management in the OA.

What is the Delaware annual LLC tax?

$400, due on or before June 1, per corp.delaware.gov instructions fetched 8 Sep 2026. Confirm live before modeling.

Does the Delaware LLC Act replace securities or tax analysis?

No. Entity statute, securities offering analysis, and federal/state tax classification are separate workstreams.

How do Allocations fees relate to Delaware formation?

Platform cash admin (Standard $9,950 / Premium $19,500 / Fund $19,500/yr, 0% platform carry) is a vendor SKU on /fees—not the state's $400 annual tax.