Delaware Registered Agents: Everything You Need to Know

Whether you are starting a new limited liability company (LLC) or corporation and need to designate a registered agent, or you have an existing company and want to change your registered agent, there are certain legal requirements you need to follow. 

Here’s what to know about how to choose—or change—a Delaware registered agent for your business.

What is a Delaware registered agent?

A Delaware registered agent is an individual or company that is responsible for receiving legal notices, correspondence, and service of process on behalf of the Delaware businesses they represent. 

Delaware registered agents are also responsible for communicating information about billing and tax responsibilities to the entities they serve. 

Legal requirements for Delaware registered agents

Delaware law requires all business entities in Delaware to appoint a registered agent. 

Delaware registered agents must meet the following criteria:

• Have a physical office address in Delaware
• Be available to accept service of process during normal business hours
• Be able to forward service of process and billing and tax information to the business they represent
• Take necessary steps to comply with the Delaware Division of Corporations’ agency regulations

The Delaware Division of Corporations’ agency regulations require registered agents to follow steps to ensure the accuracy of filings they submit to the Secretary of the Delaware Department of State on behalf of the Delaware corporations, partnerships, limited partnerships, trusts, or LLCs they represent.

Registered agents are required to take the following steps to comply with the state’s agency regulations: 

1. Confirm the identity of customers before doing business with them. Manual verification, third parties, or software can all be used for background or identity checks.
2. Cross-reference new customers’ information (including their full names and addresses) with the Office of Foreign Assets Control (OFAC) register and lists before providing services for a new customer. Registered agents are allowed to use software or third parties to search OFAC’s resources.
3. Collect the full name, business address, and business telephone number of the communications contact for the business or the business’s registered agent. 
4. Collect information about the business’ directors, managing members, members, partners, officers, or owners and check the information against OFAC.
5. Request periodic updates to the communications contact or other relevant information, and compare updated information against OFAC. 
6. Check business entity and customer information that is transferred from another registered agent against OFAC before doing business with the customer. 
7. Review the customer registry against OFAC at least quarterly. 
8. Sign up to receive notifications from OFAC. 

Registered agents that serve over 50 entities are classified as commercial registered agents. 

Commercial registered agents must meet the following qualifications:

• Maintain a primary residence or place of business in Delaware
• Maintain a Delaware business license
• Be available at their Delaware location during normal business hours to receive service of process
• Provide the Delaware Secretary of State information upon request
• Comply with the Delaware Division of Corporations’ agency regulations

How to choose the right Delaware registered agent for your business

The registered agent you choose for your business should meet Delaware’s criteria. That means the agent needs to have a physical address in Delaware, be available during normal business hours to receive service of process and other important documents on behalf of your business, and comply with the Delaware Division of Corporations’ agency regulations.

If your business is located in Delaware, you have the option of acting as your own registered agent. However, many businesses choose to assign a separate registered agent or hire a Delaware registered agent service, due to the time commitment the position requires.

If you don’t reside in Delaware, engage in business in multiple states, or don’t want to use someone in your company as a registered agent, hiring a registered agent company might make the most sense for your situation. 

LegalZoom’s registered agent service provides important mail alerts along with digitized documents, email reminders about annual report deadlines, unlimited cloud storage for business documents, and all paperwork necessary to transition registered agents finalized for you, with state fees included. 

Whoever you choose as a registered agent, you will want to make sure they are professional, reliable, and have a solid reputation. Selecting the right registered agent for your Delaware business can have a significant impact on your business. 

For instance, all corporations in Delaware must file an annual report and pay a franchise tax. A notification of the annual report and franchise taxes is sent to Delaware registered agents each December. Registered agents must notify the corporations when they receive the notification. 

Delaware corporations that fail to file their annual report before March 1 must pay a penalty of $200, plus 1.5% interest on the unpaid tax balance per month. 

Additionally, if your registered agent resigns and you are unable to find a new one within 30 days of receiving their resignation notice, Delaware may shut your business down. 

How much does a Delaware registered agent cost?

The cost of a Delaware registered agent depends on how much the individual or registered agent company charges and the extent of the services they provide.

For instance, a registered agent that provides basic services (such as receiving and delivering legal documents on your behalf) will likely charge less than a company that offers comprehensive services, which can include alerts, customer support, compliance services, and expedited mail forwarding.  

Businesses that receive a large volume of mail that require immediate attention, those who want prompt alerts when they receive important documents, or those need help remembering to file crucial annual reports may do better with a registered agent company that provides more extensive services. 

LegalZoom’s comprehensive registered agent service costs $249/year.

Step-by-step: How to change your Delaware registered agent

To change your Delaware registered agent (or registered office) you can fill out and submit a certificate of change of registered agent or file a certificate of amendment.

Step 1. Fill out a certificate of change of registered agent or a certificate of amendment.

The filing fees and links to the certificate of change of agent forms for different types of entities are as follows:

• Corporation: $50
• LLC: $50
• Limited partnership: $50
• Limited liability partnership: $50
• Partnership: $50
• Statutory trust: $500
• Foreign corporation: $50
• Foreign LLC: $50
• Foreign limited liability partnership: $50
• Foreign limited partnership: $50

You also have the option to file a certificate of amendment. A certificate of amendment enables entities to request broader modifications than just changing the agent, but they can be used for that purpose as well. 

Here are the filing fees and links to the certificate of amendment forms for the available entity types:

• Stock corporation: $214
• Non-stock corporation: $214
• Non-stock exempt corporation: $184
• Foreign corporation: $50 to $100
• LLC: $220
• Foreign LLC: $200
• Limited partnership: $200
• Statutory trust: $500
• Partnership: $200
• Limited liability partnership: $200

Step 2. Submit the form and pay applicable fees

Once completed, you can download your form and go to the Delaware Division of Corporations’ Document Filing and Certification Requests page to upload and electronically submit the documents. You will not be charged until your order is processed. 

If you are filing by mail or courier service or paying by check, you will need to send a cover memo with the form. The cover memo should include your business name, business address, phone number, email address, your account number if you have a depository account 

with the Delaware Division of Corporations, and your file number. 

Step 3. Make sure there are no gaps between agents

It’s important that your registered agent transition goes as seamlessly as possible. Double-check that your new agent meets Delaware’s criteria, and has all the information they need to fulfill their responsibilities. 

Reviewing and comparing Delaware registered agent services

Using professional registered agent services can save businesses time and stress. Finding the right registered agent company for your business comes down to selecting the services you need at a price that fits your budget. 
For example, Harvard Business Services, Inc. Provides registered agent services for Delaware companies for an annual registered agent fee of just $50 per business. However, the service does not include any filings that may need to be submitted to the state in order to appoint the registered agent service. 

On the other hand, Rocket Lawyer’s registered agent services are $249/year and include scanned documents that are sent to your email. You can get half off the services when you sign up for a membership and set up an online account with Rocket Lawyer. However, the membership costs $479.76 per year if you opt for monthly billing. 

All you have to do to get started with LegalZoom’s comprehensive registered agent services is tell us your legal business name and answer a few questions about your business. We’ll complete and file your paperwork, notify Delaware that we’re your new registered agent, and ensure your business meets Delaware’s registered agent legal requirements. Our services cost $249/year—and if you’re changing registered agents, we’ll cover the costs of switching. 

FAQs

Who can be a registered agent in Delaware?

Registered agents in Delaware can be any of the following, as long as they meet Delaware’s requirements:

• The business itself
• Resident of Delaware
• A registered agent service

Can I use my registered agent as my business address in Delaware?

All businesses in Delaware are required to have a registered office, and the registered office can be the same as its place of business. Some registered agent companies will allow you to list their address instead of yours on public records. 

Business owners can have businesses in Delaware without living in Delaware but must maintain a Delaware registered agent that has a Delaware business office. 

Who are the full service best registered agents in Delaware?

The best full-service registered agents in Delaware depend on your individual business’ needs. You can find a list of registered agents on the Delaware Division of Corporations’ website, or search online for highly rated registered agent companies.

What happens if your registered agent resigns?

If your registered agent resigns, they can appoint a successor agent by filing a certificate with the Delaware Secretary of State. The certificate should include a statement from your business approving the change. 

If your registered agent resigns without appointing a successor, they should give you 30 days’ notice of their resignation, during which time you can seek a new registered agent. 

If you don’t get a new registered agent within the 30 days, you may lose your ability to do business in the state, and the Delaware Secretary of State will receive any service of process on your behalf. 

How often should I review my registered agent's performance?

Reviewing your registered agent’s performance at least once a year should be adequate under normal circumstances. 

However, you may want to consider more frequent reviews in the following situations: 

• You have any major changes to your business
• You are dealing with legal issues
• You are receiving an influx of mail 
• There are changes to existing Delaware laws concerning registered agents, or new laws are passed
• Your registered agent is unresponsive or failing to fulfill their duties

Is it easy to switch registered agents if I'm dissatisfied?

It is simple to switch registered agents if you are dissatisfied. You can switch registered agents in Delaware by filling out and filing a change of registered agent form or a certificate of amendment.

However, keep in mind that it can take time to process your change of agent or certificate of amendment forms—and while you can pay for expedited service, it can get pricey ($1,000 for one-hour processing). 

Additionally, it’s important to make sure that your new agent takes over in a timely manner, and that your business isn’t left for any length of time without a registered agent.