This guide will outline what you need to know about changing a registered agent in Delaware and how to get started when you’re ready.
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.
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.
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:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Delaware
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:
*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:
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:
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 registered agent services. Many of these providers can also form an LLC for you if you’re needing a fresh start. ZenBusiness and LegalZoom are two very well known options.
There are numerous reasons you might need to give up your Delaware registered agent role, but only one way to resign.
Registered agents play an important role in the life of an LLC, handling sensitive legal and tax documents, so it’s essential that agents follow proper resignation procedures. Otherwise, you could leave your company with unplanned fines or penalties, and you could be individually liable.
Fortunately, for Delaware LLCs it is easy.
Follow these steps and the hardest part of your resignation won’t be the process itself, it’ll be saying “so long” to your former business.
In Delaware, a resigning registered agent has the option to appoint a successor themselves by including the successor’s name and address on their resignation and paying a larger fee. If you will be choosing your own replacement, you’ll need to have that person or entity approved by your LLC, and include an attachment confirming that approval, so you’ll need to reach out to your LLC before you officially resign.
If you won’t be appointing a successor, Delaware state law requires you to notify the LLC of your resignation at least 30 days before you officially file with the Secretary of State. Talking to your company in advance is a good move anyway, as it allows them time to change their registered agent without losing good standing or risking penalties.
Your first priority should be to determine if you want to choose your own successor or not because this will dictate the rest of your resignation process.
If you ARE designating a successor:
If you ARE NOT designating a successor:
Typical turnaround time for the Secretary of State is 10-15 business days, but if you need it sooner, you can choose one of four expedited service options: next day ($100), same day ($200), two-hour ($500), or one-hour ($1,000).
If you designated a successor, the change will take effect as soon as your filing is processed. If you didn’t designate a successor, you will remain on file as the LLC’s registered agent for 31 days after the filing is processed, unless the company appoints a replacement sooner.
When you put down your registered agent responsibilities, someone else has to pick them up, or your LLC will lose its good standing with the state. Help your LLC keep its momentum by carefully planning your transition.
This starts with finding a successor who’s ready to take over right away. Even a small gap in registered agent coverage can result in severe penalties. According to the Delaware Code § 136, a company that fails to appoint a new registered agent within 30 days of resignation will forfeit its charter. A foreign entity that goes 30 days without a registered agent will have its authority to transact business revoked.
Once you’ve nominated a replacement, confirm that they meet Delaware’s registered agent requirements. They must:
In Delaware, a business entity can be its own registered agent, as can any individual member of the entity.
However, we recommend using a registered agent service, which can take over registered agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Delaware LLC. You’re essentially the shield that protects it from fines, the filter that catches important documents, the conductor that keeps it on track with compliance.
Because you play such an important role, it’s crucial that you follow the resignation procedures exactly — and potentially provide a replacement agent for the business. Otherwise, you might find yourself and your LLC in hot water.
Follow this guide and you’ll be totally fine. Soon, you’ll be on to your next project, whether that’s starting a new business in Delaware or something completely different.
If you need a fresh start and would like to form a brand new LLC, there are plenty of services that can take care of this for you. ZenBusiness and LegalZoom are two very popular options.
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