How to Change Registered Agent in Delaware
You formed your Delaware LLC. You did the paperwork. You started operating your business. And now, for one reason or another, you need to change your registered agent. No worries, we’ve got you covered.
There are a number of reasons you might need to change your Delaware LLC’s registered agent. Maybe your designated registered agent moved out of state, left the company, or no longer wants the responsibility. Maybe you had assigned the job to yourself, and you no longer want your address on public record. Maybe (hopefully) your business has expanded so much that you no longer have time to handle the registered agent responsibilities.
Whatever your reason may be, changing a registered agent in Delaware might seem like a daunting task, with a mountain of paperwork and legal proceedings involved. However it’s actually quite simple, and this guide will help make the process quick and painless.
What the State of Delaware Says about changing a Registered Agent
The state of Delaware has certain requirements for changing your LLC’s registered agent. You may change your registered agent at any time, but this change must be accompanied by a “Certificate of Change of Registered Agent” along with a $50 fee. Each business type uses a different form, so be sure to choose the one for a Limited Liability Company. Find them all here.
To correctly process your form, the Secretary of State’s office requires a “Filing Memo” included, so don’t leave this form out!
The form itself contains detailed instructions and additional information. But if you want to dig into the particulars and don’t mind legal jargon, check out the Delaware LLC Act, Sec. 18-104b.
Who can be a Delaware Registered Agent
You can’t pick just anyone to be a registered agent for your LLC. The state of Delaware puts certain restrictions on who can serve as one. If you’re choosing or changing your registered agent, keep these requirements in mind. The registered agent in Delaware must:
- Be an individual Delaware resident or a business entity located in Delaware
- Have a Delaware street address (P.O. boxes are not allowed)
* If your registered agent is a foreign business entity, it must be authorized to transact business in Delaware
How to Change Your Delaware Registered Agent
In order to change your registered agent in Delaware, you’ll need to complete and submit two documents: a Certificate of Change of Registered Agent and a Filing Cover Memo. Both forms reside on the S.O.S. “Change of Agent Forms for Entities” page. Two forms might seem like a lot of work at first, but they’re both quick and painless as long as you have your registered agent info on hand.
The Certificate of Change only asks for three things:
- Your LLC name (exactly as it appears on record with the state)
- Your new registered agent’s name
- A signature of consent from the new agent
*Unless you’re also changing your business location, you can ignore the question about your registered office address.
Next, the Filing Cover Memo. The purpose here is to give the Secretary of State’s office your personal contact information to ensure expediency in the filing process. This is also where you can indicate your preference for expedited processing if you’d like. Simply enter your business and personal contact information, including your payment info, and you’re good to go. The form itself also includes filing instructions.
The Certificate of Change comes with a $50 fee. There is no fee for the Filing Cover Memo. You can pay via check made out to “Delaware Secretary of State.” Mail your completed form, along with your payment, to:
Delaware Department of State
Division of Corporations
401 Federal Street – Suite 4,
Dover, DE 19901
Or, fax your forms to 302-739-3812. There is no option for online filing.
You also have the option to change your registered agent by filing a “Certificate of Amendment.” The fee for this form, however, is $200, so it’s best to stick with the Certificate of Change unless you’re already making other changes to your LLC that necessitate a Certificate of Amendment.
While some states allow business entities to change their registered agent by updating their Articles of Organization or annual report, this is not an option in Delaware. You must use one of the designated forms.
If you’re too busy, or if you’d feel more comfortable letting someone else take the reins, you have the option of hiring a company or individual to file your paperwork for you. It’s a great way to save time and stress.
Submit your forms? Pay your fee? Then you’ve done your part. Kick back and wait for the change to take place. Typical processing time is 2-3 weeks, although the Secretary of State’s office offers four tiers of expedited options:
- One-Hour: $1,000
- Two-Hour: $500
- Same Day: $200
- 24-Hour: $100
Consider a Registered Agent Service
Think of your registered agent as a mediator between you and the state of Delaware, the person or business entity that handles some of your most important paperwork.
In case you thought the registered agent was just a formality, look at the documents they handle:
- service of process notices
- tax information
- and other Secretary of State correspondence.
A lot of important stuff. Which is why a reliable registered agent is essential to every Delaware business owner.
By handling high-priority and sensitive documents on your behalf, your registered agent takes care of your communications with the state, so you can spend more time building your business.
Plus, if you operate a Delaware small business from out of state, a trustworthy registered agent is especially important, as the state requires a local contact for your LLC. Having this contact ensures your company will receive and respond to time-sensitive documents, so you won’t miss filings and get hit with penalties.
If you’re unsure where to find a good Delaware registered agent, consider using a registered agent service. These companies provide you a reliable, professional registered agent so you can have peace of mind knowing you won’t ever miss a filing, tax deadline, or state correspondence.
Sure, you can jump online, search “registered agent service,” and get a ton of results. But the truth is that not all of these services are trustworthy. So, we’ve done some research for you. If you want to know you’re getting a top-quality registered agent, take a look at our comparison guide on the top five registered agent services.