Do I need a registered agent for an LLC in Delaware?
In short, yes. Delaware law requires that you have a registered agent in Delaware to form your LLC in that state. Corporations formed in Delaware are also required to have a registered agent there.
You are required to list out the name and address of your registered agent when you file your LLC formation documents with the state of Delaware. That means that you need to have a registered agent lined up before you can file your Articles of Organization in Delaware.
What does a registered agent do in Delaware?
A registered agent accepts legal communications on your behalf. This person (or entity) accepts communications from the state of Delaware as well as any legal documents that might come from third parties.
Examples of documents that a registered agent might receive include:
- Franchise Tax reports.
- Notices of lawsuits or other legal proceedings.
- Late notices.
- Tax notices and information.
- Void notices from the Secretary of State.
- Confirmation of filings.
These legal communications often have strict deadlines for response times. It is extremely important that your registered agent gives you this information as soon as they receive it so you can take action to respond. Missing deadlines on any of these documents can have dire legal and financial consequences.
Can I be my own registered agent in Delaware?
You can be your own registered agent in Delaware as long as you are over the age of 18. However, you have to have a street address in Delaware.
For most people, then, that means you have to actually live in Delaware. If you are operating your LLC in one state and live in another state, being your own registered agent likely is not an option for you.
A friend, relative or employee may act as your registered agent if they are located in Delaware, are willing to take on that responsibility, and otherwise meet the other requirements for doing so. If you don't have any friends, relatives, or employees in the state, then hiring a Delaware registered agent is an easy and affordable solution.
How do I hire a registered agent in Delaware?
Hiring a Delaware registered agent is actually a fairly easy process. You just have to find an individual or company that offers these services and meets the minimum requirements for registered agents in Delaware.
Specifically, registered agents in Delaware are required to:
- Be a legal resident of Delaware or have a registered office in Delaware.
- Have a physical location in Delaware.
- Have reliable hours so that the agent can receive legal notices and information (usually daytime hours).
- Have a natural person on file with a business address and phone number in Delaware.
Whoever you hire has to have more than a post office box to be a registered agent in Delaware.
Hiring a registered agent in Delaware is fairly cost-effective in most circumstances. You can often pay one annual fee for services that will fulfill most (if not all) of your needs.
Even though you can be your own agent, getting a corporate registered agent has several benefits. Below are just a few advantages of having a third-party registered agent instead of acting as your own registered agent.
- Privacy. Because registered agents receive legal documents, you might not want to be your own registered agent. You might not want others to know your personal address and have it be associated with your LLC. You might also not be excited about having a lawsuit served upon you individually if your LLC gets sued, either. Having a corporate registered agent can address some of these issues.
- Consistency. Whenever there are any changes in the registered agent, you have to update the state. That means that if you are your own registered agent, you have to let the state know every time you move. You also have to be available during the day to accept legal correspondence. Having a corporate registered agent (that does not change addresses) allows you to avoid some of these administrative concerns.
- Other Services. Some corporate registered agents will also offer other services along with being your registered agent. For example, they might give you reminders about certain filing deadlines or tax reporting obligations. Not every corporate registered agent will do this, but if you are looking at options for hiring a registered agent, you might want to consider whether they have some of these value-added services.
Keep in mind that responsiveness and reliability are very important qualities when considering options for a registered agent. Because your registered agent will receive important legal communications, their ability to get those to you in a timely manner is very important.
How do I change my registered agent in Delaware?
When you form your LLC in Delaware, you will name an initial registered agent. You are required to list out this person's name (or the entity's name) and their physical address that is within the State of Delaware.
You are certainly not required to keep the same registered agent the whole time you operate your LLC. However, if you change registered agents or if your registered agent moves, you need to notify the Division of Corporations about the change.
Changing your registered agent requires filing a specific form and using a filing cover memo. The filing cover memo requires the following information:
- The requester's information (name, address, account number).
- The type of document requested.
- How you would like the document returned to you.
- How you want to pay the filing fee.
The filing cover memo is only required if you file by mail or courier service. If you file online, the memo is not required.
The form to change your registered agent requires that you provide the following information:
- The exact name of the limited liability company.
- The new registered agent's name.
- The new registered agent's physical address.
The Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company must also be signed by an authorized person. There is a $50.00 fee for the change as well.
Rocket Lawyer offers registered agent services in Delaware. Learn more about Rocket Lawyer Registered Agents here. You can also talk through your registered agent requirements and get affordable legal advice from a Rocket Lawyer network attorney.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.