How To Change Registered Agent in Delaware? (Full Guide)
As an LLC owner in Delaware, you may wish to change your registered agent for certain reasons.
In these instances, it's critical to understand the steps involved and the regulations you must adhere to have your amendment request approved and to keep your firm in compliance with Delaware state requirements.
To assist you with the process, our panel of esteemed consultants conferred to determine which amendment documents are necessary to file and the corresponding procedures by which to complete the undertaking.
Here's what we found.
Quick Summary
- To change your Delaware registered agent, you must file the Certificate of Amendment Changing Only the Registered Office/Agent form with the Delaware Department of State, Divisions of Corporations.
- Owners of limited liability companies can change their Delaware registered agents o by mail, fax, in-person, online, or through a professional service.
- In light of the 22.5% business failure rate in Delaware during the initial year, ensuring that your business has a reliable registered agent is essential for maintaining statutory compliance and enhancing your company's chances of long-term success.
- Personally, I consider the process of selecting a new registered agent in Delaware to be as important as choosing a business partner, given its impact on your company's legal compliance and reputation.
How To Change Your Delaware Registered Agent?
To change your Delaware registered agent, you must file the Certificate of Amendment Changing Only the Registered Office/Agent with the Delaware Department of State, Divisions of Corporations.
The Delaware Secretary of State's website has different Change of Agent forms for each type of business entity [1].
You can change your Delaware registered agent by mail, fax, in person, or through a professional service.
Here's how.
1. Changing Your Registered Agent Using a Professional Service
Using a professional service to change Delaware registered agents is an excellent option if you're a busy entrepreneur and can't handle the filing.
"A professional service will handle the resident agent paperwork and notify you when the amendment form is approved."
-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter
This involves a few straightforward steps:
- Choose a Professional Service: Research and select a reputable registered agent service that operates in Delaware.
- Register for the Service: Sign up on the service provider's website, complete any necessary forms, and pay the service fee.
- Authorize the Service: Give the chosen service authorization to act as your registered agent, typically through an online consent form.
- Service Files the Change: The professional service will handle the paperwork, submitting a "Change of Agent" form to the Delaware Division of Corporations and paying any required state fee on your behalf.
- Complete Payment: Pay \$50 state filing fees plus service's fee.
- Receive Confirmation: Once the change is processed, the service will start managing legal and official documents for your business, notifying you of any important communications.
2. Changing Your Registered Agent by Mail, In-Person, or Fax
To change your registered agent in Delaware, you can use mail, in-person delivery, or fax methods. Here's a step-by-step guide for each method:
Changing by Mail
- Access the Form: Visit the Delaware Secretary of State's website and download the "Certificate of Amendment Changing Only the Registered Office/Agent" form appropriate for your business type.
- Complete the Form: Fill in the required details, including your entity name, the name and address of the new Delaware registered agent, and the official name and signature of the business owner.
- Prepare a Cover Memo: Before submitting your form, complete a cover memo and attach the two documents [2].The memo should include your full name, address, and contact information (phone, fax, or email) for any correspondence.
- Send Your Submission: Pay the state fees of \$50 and mail the completed form and cover memo to:
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
Changing In Person
- Download and Fill Out the Form: Obtain the "Certificate of Amendment Changing Only the Registered Office/Agent" form from the Delaware Secretary of State's website. Ensure it's correctly filled out.
- Complete a Cover Memo: Prepare a cover memo with your contact details and any specific instructions for the filing.
- Deliver Your Documents: Bring the form and cover memo to the Delaware Division of Corporations office at the address provided above.
Changing by Fax
- Fill Out the Amendment Form: Complete the "Certificate of Amendment Changing Only the Registered Office/Agent" form with the necessary information about your new registered agent.
- Fax Your Documents: Send the completed form by fax to 302-739-3812.
It takes 2-3 weeks to process the Change of Agent form, but you can pay extra for expedited processing and have your new registered agent details approved sooner.
The expedited shipping options for changing registered agents include the following:
- \$1,000 for one-hour service
- \$500 for a two-hour service
- \$200 for same-day service
- \$100 fee for 24-hour service
3. Changing Your Registered Agent Online
In Delaware, changing your registered agent can indeed be done online through the Delaware Division of Corporations' website.
Here's are the steps you should follow:
- Visit the Delaware Division of Corporations Website: Navigate to the official website for the Delaware Division of Corporations.
- Locate the Correct Form: Look for the "Forms" section, then select the "Change of Agent" form for LLCs.
- Fill Out the Form: Complete the form with the required information, which typically includes the name of your business, the current registered agent's information, and the new registered agent's information.
- Pay the Filing Fee: The Delaware Division of Corporations charges \$50 to change your registered agent.
- Submit the Form: After completing the form and preparing the payment for the fee, you can submit everything online through the Delaware Division of Corporations' file upload service, if available, or as directed on their website.
- Confirmation: Once your submission is processed, you should receive a confirmation from the Delaware Division of Corporations.
Related articles:
Who Can Be A Delaware Registered Agent?
Any individual or corporation can be a Delaware registered agent as long as they meet the Delaware state requirements for being a registered agent.
As per the United States business law, a Delaware registered/statutory agent is responsible for handling all legal correspondence and notices on behalf of a business entity.
This is particularly relevant considering that small businesses constitute 98.6 percent of Delaware businesses, totaling 98,356, according to data from the US Small Business Administration [3].
To be a registered agent in Delaware, you must meet the following registered agent state requirements:
- Must have a street address in Delaware
- Must be authorized to handle legal papers
- Must be available throughout normal office hours
- Must be eligible to transact in Delaware
- Must be 18 years or more
FAQs
Are There Any Annual Requirements For Registered Agents In Delaware?
While the agent itself doesn’t have annual requirements, your business must maintain a registered agent and may need to confirm or update this information during annual reporting.
Can I Be My Own Registered Agent in Delaware?
Yes, you can be your own registered agent in Delaware if you're over 18, have a Delaware resident address, and are authorized to handle legal papers. You must also be available to accept service of process during normal business hours.
References:
- https://corp.delaware.gov/coa09/#
- https://corp.delaware.gov/cvrmemo/
- https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-DE.pdf
