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Delaware writes its registered agent rules into each entity statute. For LLCs it is 6 Del. C. § 18-104. For corporations it is 8 Del. C. § 132. Both say the same thing at the core: keep a registered office and a registered agent in Delaware. The Division of Corporations puts it plainly on its how to form page: the agent must have a physical street address in Delaware. Our Delaware business guide covers the search, franchise tax and certificates.
Four kinds of agent
Section 18-104(a) lets an LLC appoint any of these:
- the LLC itself;
- an individual resident in Delaware;
- another Delaware entity, such as a corporation, LLC, partnership or statutory trust;
- a foreign corporation, LLC, partnership or statutory trust that is authorized to do business in Delaware.
Section 132(a) gives corporations the same menu, starting with "The corporation itself". In practice the Division links self service to presence: if the business is physically located in Delaware, it may act as its own agent. A company run from another state or another country needs a resident or an entity with a Delaware office.
Duties set by statute
Under § 18-104(e) every agent for an LLC must:
- if an entity, keep a Delaware business office that is generally open, or if an individual, be generally present at a set Delaware location, often enough to accept service;
- if a foreign entity, be authorized to do business in Delaware;
- accept service of process and other communications, and forward them to the company;
- forward the annual tax statement, or an electronic notice of it;
- follow the Secretary's rules on verifying the identity of the company's contacts.
The law then rules out an agent that works only through a virtual office or a mail forwarding service. Section 18-104(g) also makes each LLC give its agent the name, business address and phone number of a natural person who is its communications contact.
Changing your Delaware agent
An LLC changes its agent by filing an amendment to its certificate of formation. A corporation changes its agent by board resolution and a certificate under 8 Del. C. § 133. The Division's fee schedule lists these state filing fees:
| Filing | Fee |
|---|---|
| LLC change of agent only amendment, domestic or foreign | $50 |
| Corporation change of agent/office | $50 |
| Corporation change of agent/office, exempt | $5 |
| Resignation of agent without appointment (LLC or corporation) | $2 |
Same day and 24 hour handling are extra, at the rates shown on the same schedule.
Resignations and the 30 day clock
An agent that resigns without naming a successor files a certificate of resignation. Under § 18-104(d) it takes effect 30 days after filing, and the agent must have given the company written notice at least 30 days before. If the LLC does not appoint a new agent within 30 days after the agent's filing, its certificate of formation is cancelled. Service on the company then goes to the Secretary of State under § 18-105.
Corporations face the same timeline under § 136: the Secretary of State declares the charter forfeited. On the company's record that shows as the status "Forfeited, Failure to appoint a R/A".
Commercial registered agents
Delaware calls an agent that serves more than 50 entities a commercial registered agent (§ 18-104(f) and § 132(c)). An entity serving as a commercial agent must:
- keep a Delaware business office generally open during normal business hours;
- hold a Delaware business license;
- have an officer, director or managing agent who is a natural person at that office during normal hours;
- give the Secretary of State the contact details it asks for.
The Court of Chancery can bar a person or firm from acting as agent on the Secretary of State's application. The Division also publishes a list of Delaware registered agents on its website.
Finding the agent of a Delaware company
Search the company by name or file number in the free ICIS entity search and open the result. The record includes the registered agent's name and Delaware address. Our registered agent lookup guide explains the steps, and the registered agent overview compares Delaware with other states.
Forming a new company? See how to start an LLC in Delaware.