Registered agent requirements in Delaware

Who can be a registered agent for a Delaware LLC?

Delaware's LLC Act lets the agent be the LLC itself, an individual who lives in Delaware, a Delaware business entity, or an out-of-state entity of a type the statute lists (6 Del. C. § 18-104).¹

Spelled out, the statute's categories cover these choices.

• the LLC acting for itself
• an individual resident in Delaware
• a Delaware LLC, corporation, partnership or statutory trust
• a foreign corporation, limited liability partnership, limited partnership, LLC or statutory trust

Each option comes with a condition. The agent must be "having a business office identical with such registered office", so whoever you pick needs a working office at your LLC's Delaware registered office. A cousin in Dover can qualify if that address is a business office the cousin keeps, while a friend in Philadelphia cannot qualify as an individual, because the statute asks for a Delaware resident.¹

What the agent does is accept service of process, the formal hand-off of court papers, along with official mail for the LLC. The explainer on what a registered agent does covers those duties in general, and why the law requires one explains the reason behind the rule.

What address rules apply to a Delaware registered office?

The registered office has to be in Delaware, and it does not have to be where your company actually works: the statute calls it an office "which may but need not be a place of its business in the State of Delaware" (6 Del. C. § 18-104).¹

Your LLC can do all of its business in Ohio or Oregon and still meet the office rule, as long as the agent keeps a business office at the Delaware address you file. The catch is the matching requirement. The agent's business office and the registered office are the same place, so the agent can't list one address while working from another.

Common address choices look like this under the statute's wording.

• An agent's Delaware office, used as your registered office, fits the text directly. This is how commercial agents work.
• A Delaware home address can work for an individual agent if it is also where that person keeps a business office. Ask the Division if you are unsure whether a home office counts.
• A P.O. box raises a question the sources for this guide don't answer. The statute asks for a business office, so check with the Division before filing a box address.
• A mailbox rental or virtual office address in Delaware calls for the same check. Unless the agent truly keeps an office there, it may not satisfy the "identical" business office language.

Whatever you choose, the agent's address is the one that appears in the agent field. Every registered agent service puts its own Delaware address there, so that effect isn't special to one provider. The sources for this guide don't say which other names or addresses from your Certificate of Formation the Division shows to the public, so read the form before filing. Some providers sell a separate business address product for owners who want one: Swyft Filings lists an address at $29/mo, and Harbor Compliance lists one at $350/year per company, per location (limited time offer). Neither listing says whether the address can be in Delaware. The page on how much privacy an agent can give you sorts out what stays on the record.^{4, 5}

Can you be your own registered agent in Delaware?

Yes, if you live in Delaware and keep an office at the address you file as the registered office. The LLC itself may also act as agent, provided it has a business office at that address (6 Del. C. § 18-104).

For owners who live and work in Delaware, acting as your own agent avoids a service fee. Consider a few practical points first.

1. Someone has to be at the office to receive papers. If you are often out on jobs, at a second site or travelling, a missed delivery can cost you time to respond in court.
2. The office you list is the address tied to your LLC's agent on the state record.
3. If you move out of Delaware, you stop meeting the residency test, and the LLC needs a new agent before your old address goes stale.

The LLC-as-agent option sounds like a shortcut for out-of-state owners. It rarely is, because the statute still requires the agent's business office to be the Delaware registered office, and an LLC with no Delaware location has nowhere to put it. The facts behind this guide don't say how the Division processes a certificate that names the LLC itself, so ask the Division before you try it.

Owners who live in another state can choose between a trusted Delaware resident and a commercial service. The Delaware registered agent services compared page lays out their published prices and terms, and services that accept non-resident owners covers the extra questions that come up when you live abroad.

How do you name a registered agent when forming a Delaware LLC?

You list the registered office address and the agent's name in your Certificate of Formation ($110), the filing that creates the LLC. The agent you name there must already have an office at that Delaware address.²

You can file online through the Division's Document Filing and Certificate Request Service or send the form by mail. Mailed requests need a cover sheet.⁶

A few points are worth settling before you file.

1. Pick an agent who fits one of the statute's categories.
2. Confirm the Delaware street address of the agent's office, because it becomes your registered office.
3. Ask the agent to confirm it will act for you. The sources for this guide don't say whether the Division asks for a separate consent form at formation, so read the form's instructions.
4. Decide whether you need the filing quickly. The Division says regular (non-expedited) processing varies with volume, and LLC formation can be expedited for a fee (24-hour +$50 or same day +$100).^{3, 7}

If you want to hold the name while you line up your agent, Delaware reserves an LLC name for $75 for 120 days. The Delaware LLC formation guide walks through the rest of the certificate, and the cheapest ways to form a Delaware LLC page adds up the state fees.⁸

How do you change your registered agent in Delaware?

You file a Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company with the Division of Corporations. The state fee is $50, and the same amendment covers a change of registered office.^{3, 9}

The order of steps protects you from a gap.

1. Choose the new agent and confirm its Delaware office address, which becomes your new registered office.
2. Fill in the amendment with the new agent's name and address. Check the form for any signature it asks of the new agent.
3. File it online or by mail. The Division gives no set processing time and says regular (non-expedited) processing varies with volume.⁷
4. Keep paying the old agent until the Division has filed the amendment.
5. Cancel the old service last, following its own terms.

Providers handle that last step differently, so read your contract; Northwest's terms describe cancellation this way: Cancel anytime through the online account; no cancellation fee. LegalZoom lets you cancel online or by phone, though proof of new RA may be required. Under InCorp's terms the service goes on and you continue to incur fees until you meet a cancellation condition, such as appointing a new agent; the timing it sets is before annual fee is due. If your current agent renews soon, file the amendment early enough that the switch is done before the renewal date.^{10, 11, 12}

For the steps that work alike in every state, see how to change a registered agent and how to cancel an agent service.

What happens if your Delaware registered agent resigns?

A Delaware agent that resigns without naming a successor must give the LLC at least 30 days' written notice before filing its resignation certificate, and the resignation takes effect 30 days after the certificate is filed (6 Del. C. § 18-104).¹

That gives you some warning, and you will need it. Under the same section, if the LLC doesn't designate a new agent within 30 days of the agent's resignation, its certificate of formation is canceled. A canceled certificate leaves the LLC without a valid formation filing on the state record.¹

The notice goes to the contact details the agent holds. A resignation can follow an unpaid renewal whose reminder emails went to an inbox nobody checks any more. If you receive a resignation notice, treat it as a deadline: line up a new agent and file the change-of-agent amendment straight away, without waiting for the resignation to take effect.

If you think your agent may have stopped acting for you, ask the Division which agent it has on file.

What happens if a Delaware LLC is left without a registered agent?

The statute's answer is cancellation: when an agent resigns and the LLC fails to name a new one within 30 days of the agent's resignation, its certificate of formation is canceled (6 Del. C. § 18-104).¹

A cancelled LLC may be unable to show good standing, which can hold up a bank account, a loan or a contract that asks for proof. Court papers sent while no agent is in place may also never reach you, so a case could move ahead without your side being heard.

Delaware calls reinstatement "revival". The state fee for reviving a domestic LLC is $220. The Division's schedule shows that fee alone, and any back tax and penalties are owed on top. The Delaware compliance guide explains the annual tax, the penalty for paying late, and how revival fits in, and the glossary defines the terms.³

What does a Delaware LLC owe each year to stay in good standing?

A Delaware LLC files no annual report, so there is no report fee ($0). Instead it pays a flat annual tax of $400, due on or before June 1.^{13, 14}

Paying late adds a $200 penalty plus 1.5% interest per month on tax and penalty. The Division says "The annual taxes for the prior year are due on or before June 1st", so the first payment falls in the June after the year you form.^{13, 14}

Your registered agent is the other recurring item. A paid service bills its own renewal, and a lapse there can lead to the resignation rules above. Several providers describe their reminders in terms of annual reports; ask whether theirs covers the Delaware tax date. The Delaware compliance calendar sets out the first and later years in order, and how annual reports work elsewhere explains the filing Delaware LLCs don't make.

Do out-of-state LLCs need a Delaware registered agent?

An LLC formed elsewhere registers to do business in Delaware with a Foreign Certificate of Registration, for $200, and the fee schedule prices agent changes for foreign entities too ($50), so a registered foreign LLC has a Delaware agent on record.³

It switches agents the same way a Delaware LLC does. The Delaware Code section on foreign LLCs isn't among the sources for this guide, so read the registration form's agent fields before filing. Your home-state agent doesn't cover Delaware unless that company also keeps a Delaware office. The reverse case also comes up: an LLC formed in Delaware and run from another state. That home state may ask for its own foreign registration and agent. Compare Maryland's rules, Pennsylvania's rules and New Jersey's rules for the registered agent requirements next door.

Registered agent services for Delaware and their prices

If a commercial agent suits you better than acting yourself, the table shows each provider's published agent price and renewal. Order follows our score, highest first, ties in editorial order. Trustpilot ratings appear in a separate column. The Delaware services comparison covers terms in more depth, and the reviews of LegalZoom, Northwest and InCorp explain the cancellation terms quoted above. Owners who want deadline help can also look at services with compliance tools.