Every limited liability company operating in the United States needs to designate a registered agent. Even after you identify your initial registered agent in your formation paperwork, there are several reasons for why you may need to change the registered agent for your LLC in Delaware.
Your registered agent could be moving out of state, or they could be a former co-owner or employee who no longer works for your organization. Maybe you want to switch from an individual registered agent to a professional service that operates in all 50 states, or perhaps you’re simply unsatisfied with your current registered agent’s service.
Whatever the reason may be, each state allows you to change your registered agent at any time, and in most states the process is both simple and inexpensive. Let’s dive into the specifics of how to change your LLC’s registered agent in Delaware.
NOTE: If you need help changing registered agents, the same services that are known for offering top rated LLC formation services — like LegalZoom and Zen Business — can also take over registered agent duties and file the needed paperwork.
Who Can Be a Delaware Registered Agent?
A Delaware registered agent is a person or business entity that has a physical address in the state. You or one of your co-owners can serve as your own registered agent, you can designate a friend or family member for this role, you can hire a lawyer or accountant as your agent, or you can hire an online business services company to provide registered agent service.
No matter who you choose to be your registered agent, they need to be physically present at the address provided to the state during all standard business hours. This person or entity does not need to have any prior experience being a registered agent, but it’s wise to choose a registered agent who is familiar with the serious responsibilities that come with this role.
Title 8, Chapter 1, Subchapter 3 of the Delaware Code lists the following rules for registered agent eligibility in Delaware:
- “If an entity, maintain a business office in this State which is generally open, or if an individual, be generally present at a designated location in this State, at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent;
- If a foreign entity, be authorized to transact business in this State;
- Accept service of process and other communications directed to the corporations for which it serves as registered agent and forward same to the corporation to which the service or communication is directed;
- Forward to the corporations for which it serves as registered agent the annual report required by § 502 of this title or an electronic notification of same in a form satisfactory to the Secretary of State (“Secretary”); and
- Satisfy and adhere to regulations established by the Secretary regarding the verification of both the identity of the entity’s contacts and individuals for which the registered agent maintains a record for the reduction of risk of unlawful business purposes.”
For more general information regarding the role of a registered agent with a Delaware LLC, we encourage you to check out our full guide on the topic.
What Is the Procedure for Changing Your LLC Registered Agent in Delaware?
While the role of the registered agent is vitally important for any American business entity, this role can always be changed, and there are different rules for how to change your agent depending on which state your business operates in.
In Delaware, there is only one way to change an LLC’s registered agent, which is to file a Certificate of Amendment form.
Option 1) Filing a Certificate of Amendment Form
To change your LLC’s registered agent in Delaware, you’ll need to file the Certificate of Amendment Changing Only the Registered Office/Agent of Limited Liability Company form. This form has a $50 fee, and it may be filed by mail or in person.
The standard processing time for this filing is 10-15 business days, although during peak periods (March, June, and December), it can take 3-4 weeks. You can expedite your order to a 24-hour turnaround for $100, or you can get same-day expedited processing for $200.
Prefer to Have a Registered Agent Service Handle Your Requirements?
A registered agent service is a company that specializes in being a registered agent for a wide variety of businesses across the country, bringing tons of expertise and a healthy dose of reliability to the role.
Most professional registered agent services operate on a national basis, meaning there’s no restrictions on which states you can operate your business in. They also tend to charge affordable rates, as you can find several registered agent services that charge around $10/month or even less for this service. In addition, most of these companies will also offer to handle the process of changing a registered agent for you.
If you’re interested in this option, we highly recommend Northwest Registered Agent.
The Law for Changing Your LLC Registered Agent in Delaware
It’s always important to be well-informed regarding the specific laws for changing your registered agent. In Delaware, there is one set of laws that cover how a business may change its registered agent, which do not vary by entity type or domestic/foreign classification.
Specifically, we can look to Title 8, Chapter 1, Subchapter 3 of the Delaware Code, which says that:
“Any corporation may, by resolution of its board of directors, change the location of its registered office in this State to any other place in this State. By like resolution, the registered agent of a corporation may be changed to any other person or corporation including itself. In either such case, the resolution shall be as detailed in its statement as is required by § 102(a)(2) of this title. Upon the adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged, and filed in accordance with § 103 of this title.”
If you operate a limited liability company in the state of Delaware, you need to designate a registered agent to receive important government document deliveries on your behalf. If you decide at any time that you would rather change your registered agent to a different individual or business entity, it’s important to know what that process looks like.
In Delaware, the only way to change an LLC’s registered agent is to file a Certificate of Amendment to the company’s articles of organization. It’s a simple document with a reasonable filing fee, but if you’d rather have a registered agent service handle this task for you, you certainly have that option.
We hope this article helped you improve your understanding of changing a registered agent in Delaware, and as always we thank you for choosing Registered Agent Ready!