Forming an LLC in Delaware is a big decision. Before filing the Certificate of Formation, you will need to choose a registered agent. In this article, we’re going to walk through what the role of a registered agent is and what your options are as a business owner.
What is a Delaware Registered Agent & is it Necessary?
Yes, a registered agent is legally required. A registered agent is an individual or service that acts as a go-between with the LLC and the state of Delaware.
In short, the registered agent assumes statutory responsibilities. They must agree to receive and deliver any official communications such as tax or legal documents from the state of Delaware to the LLC. Furthermore, the registered agent must be consistently available to carry out this responsibility without interruption.
The Delaware Division of Corporations specifically says that a registered agent will:
Accept service of process and other communications directed to the legal entity for which it serves as registered agent and forward same to the legal entity to which the service or communication is directed;
If an LLC does not assign or maintain a resident agent, the LLC risks losing good standing status. The Delaware Certificate of Good Standing proves that an LLC is up to date on taxes and regulations. The certificate may be needed for opening a bank account, purchasing real estate, or applying for a loan.
What are the Requirements of a Registered Agent?
Aside from carrying out the statutory responsibilities defined above, a registered agent must meet the following requirements:
- The agent must be an individual resident of the state of Delaware or a corporation authorized for business in Delaware.
- The agent must have a physical address in Delaware.
- The agent must have a mailing address in
- The agent must be present during normal business hours.
For reference, here is a screenshot of what information is required on the Delaware Certificate of Formation:
Who can be a Registered Agent in Delaware?
The Alaska registered agent can be either an individual or a professional service. Here are the pros and cons of each option.
LLC as Registered Agent
Unlike many other states, in Delaware, an LLC can act as its own registered agent. The LLC must have a physical and mailing address in Delaware.
- Simpler Process – Acting as your own registered agent simplifies the details that need to be attended to when starting a business.
- Cost – This option would save the cost of paying for an individual or service to act as registered agent.
- Privacy Concerns – If your LLC is home-based or web-based, you would need to use your home address. If being sued, legal documents would be served at your home. In addition, an increase in junk mail would be sent to your home.
- Inconvenience – The registered agent needs to be available during all business hours which could be problematic if the LLC does not have other employees.
As mentioned above, if using an individual as your registered agent, the individual must be a resident of Delaware.
This means that the individual cannot be in the process of establishing residency in another state, territory, or country or receiving benefits while claiming residency in another state, territory, or country.
Otherwise, the individual can be an attorney, accountant, or even a friend or family member. Simply add the person’s name and address to the Certificate of Formation.
- Convenience – Using someone you know saves the time of searching for a registered agent service. The individual is probably also someone that you trust.
- Cost – The cost will likely be much lower than using a service, perhaps even free.
- Inconvenience – The individual who acts as registered agent is required to be available without interruption. She/he may not put a hold on mail. This might make vacations a bit tricky.
- Risk that documents are not delivered in timely manner – If using an attorney, for example, you may be risking that she/he is away from the office at the time of delivery. This leaves open the possibility that the document is put in other hands, possibly slowing the process. If using a friend or family member, you run the risk of having documents misplaced or even ignored. Personal and work lives often have many distractions. For example, if quarrelling with Aunt Louise over a late or missing tax document worries you, a registered agent service may be a better option.
Registered Agent Service
If a service is acting as registered agent, it must be a business, professional, or non-profit corporation. It cannot be an LLC, LLP or LP. Registered agent services provide this type of assistance. The service’s name and address must be included on the Certificate of Formation.
- Privacy – If documents regarding a sensitive issue such as a lawsuit are being delivered, the service provides a cushion of privacy between your business and the public. In addition, the address of the service, not your business (or family member or friend) is public record. This means that marketing materials or junk mail will be sent to the service, not to the LLC.
- Reliability – The registered agent needs to be available during regular business hours – all business hours. Using a service might provide a measure of comfort knowing that important documents will not slip through the cracks (as long as you use a reputable service). After all, receiving and delivering important and time-sensitive documents is what the service is experienced doing.
- Location – An LLC is not required to maintain a physical presence in the state of Alaska. The LLC may also do business in various states. Many services have you covered by providing that presence in multiple or even 50 states.
- Cost – Using a service is going to cost you more than using an individual. Still, having the peace of mind that important documents are being handled by a professional service may be worth it.
- Unfamiliarity – Using an individual usually means using someone you know and trust. With an unknown entity there is always a risk of unsatisfactory service. Of course, this is what reviews are for!
Finding a registered agent that is the right fit for your LLC may be one of many tasks when setting up your LLC, but one that is essential to running your business efficiently.
How to get a Free Registered Agent
The most cost effective way to get a free registered agent in Delaware is to use a professional LLC service that also offers a free registered agent service.
How it Works
Simply hire a service like IncFile and Northwest Registered Agent to form a Delaware LLC. As part of their package, they’ll include a free registered agent service and list their address on the Articles of Organization instead of yours.
All you pay for is the $90 Delaware state LLC formation fee + $49 or $79 service fee.
This will remove all registered agent responsibilities off your plate, take care of LLC formation paperwork and provide you with an online dashboard to keep track of things that come up in regard to your LLC in Delaware.
How to Change Your Delaware Registered Agent
If you need to change your current 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
Have Questions or Concerns?
If you’d like to talk to the state directly about your questions or concerns, it’s easy!
Visit Their Website
Visit the Delaware Division of Corporate Services for more information about registered agents in the state of Delaware. They have a great pdf on registered agent listing standards or qualifications that you should be aware about.
Give Them a Call
If you’d prefer to call, reach out to their Dover office at (302) 739-3073.