Delaware is one of the most popular states to form a business due to its efficient processes, business-friendly tax laws, and comprehensive legal, liability, and privacy protections. But like other states, whether you’re starting a new limited liability company (LLC), corporation, or another business type, you’ll need to register with the state and designate a registered agent.
What is a Delaware registered agent?
A Delaware registered agent is an individual or company that is responsible for receiving legal notices, official correspondence, government-related communications, and service of process on behalf of the businesses they represent. The Delaware Division of Corporations oversees registered agent requirements and maintains official records of all registered agents operating in the state.
- Here are the key responsibilities of a Delaware registered agent:
- Receiving and forwarding legal documents and service of process
- Accepting official government correspondence and tax notices
- Maintaining compliance with Delaware Division of Corporations regulations
- Ensuring timely delivery of important business documents
- Providing a reliable point of contact during normal business hours
In Delaware, registered agents also receive a notification of the business’s annual report and franchise taxes each December. Registered agents must notify the businesses they represent when they receive the notification. This is an important requirement, as Delaware corporations that fail to file their annual report before March 1 face penalties.
Why do I need a Delaware registered agent?
State law requires all business entities in Delaware to appoint a registered agent. This requirement serves several critical purposes.
Legal compliance requirements
Delaware law requires all business entities, including Delaware LLCs, corporations, limited partnerships, limited liability partnerships, and partnerships, to maintain a registered agent and registered office at all times. For corporations, this requirement is mandated by Delaware Code Title 8, Chapter 1, while for LLCs, the law is under Title 6, Chapter 18.
Appointing a registered agent ensures that businesses can be properly served with legal documents and maintain communication with state authorities. If you don’t maintain a registered agent, your business can lose good standing with the Delaware Secretary of State, and the state could even shut your business down.
Practical benefits
Beyond following state law, there are other benefits to having a Delaware registered agent:
- Legal document receipt. Having a registered agent ensures you receive important legal notices and subpoenas promptly so that you don’t miss important deadlines or end up with default judgments against your business.
- Government communication. Your registered agent provides a reliable channel for tax notices and regulatory updates so you can stay in compliance.
- Privacy protection. If you appoint someone other than yourself or a registered agent service, this keeps your personal address off public records. You also won’t risk notices being served in front of clients or customers.
Who can be a Delaware registered agent?
Delaware registered agents must meet specific criteria established by state law and the Delaware Division of Corporations:
- Have a physical office address in Delaware that includes a street, number, city, county and postal code (P.O. boxes are not acceptable)
- Be authorized to transact business in Delaware, if the agent is a foreign entity
- Be available to accept service of process during normal business hours
- Be able to forward service of process, legal notices, and official correspondence to the business they represent
- Comply with the Delaware Division of Corporations agency regulations
Can I be my own registered agent in Delaware?
Yes, you can act as your own registered agent in Delaware if you uphold the requirements:
- Maintain a physical Delaware address where you can be reached during business hours.
- Be available to receive legal documents personally.
- Understand the responsibility of promptly forwarding important documents.
Many business owners find it worthwhile to use a registered agent service for peace of mind. With a service, you don’t have to worry about missing important documents due to travel or odd business hours.
Commercial registered agent requirements
Registered agents that serve over 50 entities are classified as commercial registered agents in Delaware. 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 identifying information upon request
- Comply with the Delaware Division of Corporations agency regulations
Delaware registered agent agency regulations
The Delaware Division of Corporations agency regulations require registered agents to follow specific steps to ensure the accuracy of filings they submit to the Secretary of State on behalf of the Delaware corporations, partnerships, limited partnerships, trusts, or LLCs they represent.
Compliance steps for all registered agents
Registered agents are required to take the following steps to comply with the state's agency regulations:
- 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.
- 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.
- Collect and maintain the full name, business address, and business telephone number of the communications contact for the business.
- Collect and verify information about the business directors, managing members, members, partners, officers, or owners, and check the information against OFAC.
- Request periodic updates to any relevant information, like the communications contact, and compare updated information against OFAC.
- Check business entity and customer information that is transferred from another registered agent against OFAC before doing business with the customer.
- Review the customer registry against OFAC at least quarterly.
- Sign up to receive notifications from OFAC.
Summary of Delaware registered agent requirements
| Requirement type | Individual agent | Commercial agent |
| Delaware physical address | ✓ | ✓ |
| Business hours availability | ✓ | ✓ |
| Delaware business license | Not required | ✓ |
| OFAC compliance | ✓ | ✓ |
| Serve 50+ entities | No | Yes |
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. Typical registered agent services cost between $100–$300 per year.
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. Whichever you choose fulfills the requirement, but a more expensive service will likely include more help with the following:
- Mail alerts and notifications
- Digital document storage
- Customer support
- Compliance services and reminders
- Expedited mail forwarding
- Annual report filing assistance
When to hire a registered agent service
Businesses that receive a large volume of mail that requires immediate attention, those who want prompt alerts when they receive important documents, or those who need help remembering to file crucial annual reports may do better with a registered agent company that provides more extensive services.
For example, LegalZoom's comprehensive registered agent service costs $249 per year and 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, with state fees included.
How to appoint a registered agent in Delaware
When forming a new business entity in Delaware, you must designate a registered agent as part of the formation process.
- Choose your registered agent. Select an individual or company that meets Delaware's requirements.
- Obtain consent. Ensure your chosen agent agrees to serve in this capacity.
- Complete the formation documents. Include the registered agent's full legal name and complete Delaware street address on your certificate of formation (for an LLC) or certificate of incorporation (for a corporation). Foreign (out-of-state) entities wishing to conduct business in Delaware will file a foreign qualification.
- Submit to Delaware Division of Corporations. Go to the Division of Corporations’ eCorp Business Services website and file your formation documents. You can also submit them by mail to the Delaware Division of Corporations, 401 Federal Street Suite 4, Dover, DE, 19901.
- Pay the required fees. There is a $110 fee to file a certificate of formation or certificate of incorporation for a domestic business. You can pay an additional $50 for 24-hour service or $100 for same-day service.
- Maintain records. Keep documentation of your registered agent appointment.
How to change your Delaware registered agent
You can change your Delaware registered agent at any time by filing a form called the Certificate of Amendment Changing Only the Registered Office/Agent. Here’s how to do it.
Step 1: Choose the appropriate form
You can find the Certificate of Amendment Changing Only the Registered Office/Agent on the Division of Corporations website. The Delaware Division of Corporations provides separate forms for changing an LLC registered agent or changing an agent for a corporation, but the process is the same.
Step 2: Complete the required form
Fill out the following information on the Certificate of Amendment:
- The name of your business entity
- The new registered office address
- The new registered agent name
An authorized representative of the business needs to sign the form and also print or type their name.
Step 3: Submit the form and fee
File the completed form with the Delaware Division of Corporations along with the required filing fee. You can submit documents three ways:
- Online through the Delaware Division of Corporations website
- By mail to the Division of Corporations office
- In person at the Division of Corporations office in Dover
The fee is $50 for most types of businesses, including domestic and foreign corporations and LLCs, to file a Certificate of Amendment Changing Only the Registered Office/Agent. You can pay an additional $100 for 24-hour processing or $200 for same-day processing.
Step 4: Update your records
Once the change is processed and approved:
- Update your internal corporate records.
- Notify your new registered agent of their appointment.
- Ensure the former agent is properly relieved of duties.
- Update any contracts or agreements that reference the old agent.
Important timing considerations
Your business must maintain continuous registered agent coverage, so it’s important to never allow a gap in service. 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. If you think you may run out of time, you can pay for expedited processing.
Reviewing and comparing Delaware registered agent services
When selecting a registered agent service for your Delaware business, consider several key factors to ensure you choose the right provider.
Reliability and availability
- Guaranteed availability during Delaware business hours
- Established physical presence in Delaware
- Track record of timely document forwarding
Communication and alerts
- Email notifications when documents are received
- Digital copies of important documents
- Multiple contact methods for urgent matters
Compliance support
- Annual report filing reminders
- Franchise tax deadline notifications
- Assistance with maintaining good standing
Technology and convenience
- Online document access and storage
- Mobile-friendly platforms
- Integration with business management tools
How LegalZoom can help with your Delaware registered agent needs
LegalZoom provides comprehensive registered agent services specifically designed to help Delaware businesses maintain compliance while focusing on growth for $249 each year. We understand the unique requirements and challenges facing Delaware entities and can help ensure your business remains compliant with all state-specific requirements.
LegalZoom's registered agent service includes:
- Reliable Delaware presence with guaranteed availability during business hours
- Digital document management with unlimited cloud storage
- Proactive compliance alerts including annual report and franchise tax reminders
- Seamless agent transitions with all paperwork handled and state fees included
- Privacy protection keeping your personal information off public records
Delaware registered agent FAQs
Who can be a Delaware registered agent?
Any individual or company that maintains a residence or place of business in Delaware and is available during normal business hours can serve as a registered agent. The agent must be able to receive and forward legal documents and official correspondence promptly. Commercial registered agents that serve over 50 entities must comply with additional regulations.
Can I be my own registered agent in Delaware?
Yes, if your business is located in Delaware and you maintain a physical Delaware address where you can be reached during business hours. However, many business owners prefer using a professional service for privacy and reliability reasons.
What happens if I don't have a registered agent?
Delaware law requires all business entities to maintain a registered agent at all times. If your registered agent resigns and you fail to appoint a replacement, the state may dissolve your business or revoke your authority to operate.
How quickly can I change my registered agent in Delaware?
Changes to your registered agent can take several days for standard filings with the Delaware Division of Corporations. Same-day or 24-hour expedited processing are available for an additional fee if you need faster service.
What address is required for a Delaware registered agent?
The registered agent must have a physical street address in Delaware. P.O. boxes are not acceptable. The address must be where the agent can be reached during normal business hours to accept service of process.
Do I need a Delaware registered agent if my business is located outside Delaware?
Yes, all entities doing business in the state must maintain a Delaware registered agent regardless of where the business was originally formed. This is a fundamental requirement for maintaining your Delaware entity in good standing.
What is the difference between a registered agent and a registered office?
A registered agent is the person or company responsible for receiving legal documents, while the registered office is the Delaware address where the agent can be reached. When you change agents, you typically change both the agent and the office address, but you can change only one or the other.
Cara Hartley contributed to this article.
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