How to change your registered agent in Delaware

For a Delaware domestic LLC, use the amendment certificate specifically limited to the registered office or agent. The template requires the LLC's exact name, the new Delaware office and agent, and an authorized person's signature.

Checked against primary sources ·

Delaware
Jurisdiction terminology
registered agent
Filing office
Delaware Division of Corporations

Choose the right Delaware filing

A Delaware domestic LLC changes its registered agent or registered office using a narrowly titled Certificate of Amendment, not the corporation Certificate of Change. The LLC template has only two substantive articles, but both matter: exact company identity and the complete new Delaware office/agent designation. It is deliberately limited to those changes. The foreign LLC template uses similar fields under a different statutory route, while the domestic corporation template adds a county, board-resolution certification and officer execution. Choose the entity-specific certificate before drafting.

Procedure scope
Registered office or registered agent changes for a Delaware domestic LLC using the Division of Corporations' limited-purpose amendment certificate.

Which route fits your registered agent change?

Delaware-formed LLC

Use Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company. The Division identifies sections 18-202 and 18-1105(a)(11) as the filing basis. This is the limited-purpose domestic LLC amendment, not a general document for changing every provision in a Certificate of Formation. Source 1.

LLC formed elsewhere and registered in Delaware

Use the separate foreign LLC certificate, which identifies section 18-905 and describes a foreign LLC registered under Delaware law. Do not sign a domestic certificate stating the company is organized under Delaware's LLC Act when the existing record is a foreign registration. Source 2.

Delaware domestic corporation

Use the corporation Certificate of Change under section 133 of the General Corporation Law. Its template certifies that the board adopted the change and is executed by an authorized officer. The domestic LLC's authorized-person signature and shorter certificate should not be substituted for that corporation document. Source 3.

Prepare for the change in Delaware

Verify the exact name in the Division's record

The domestic LLC instructions require the current company name exactly as recorded and direct the filer to verify it. Prepare that name with its complete designation, not an assumed name or abbreviated portfolio label. The template's article 1 identifies the company whose registered-office provision is being amended. Source 1.

Get the incoming agent's Delaware designation

Obtain the replacement agent's actual name and the new registered-office street, city and ZIP code. Article 2 links the named agent to that address as the person on whom process may be served. A provider's correspondence address elsewhere is not the Delaware office the certificate describes. Source 1.

Arrange the authorized person's execution

The domestic instructions require an authorized person of the LLC to sign under section 18-204. Prepare the person's legibly printed or typed name beneath the signature. The template does not have a separate replacement-agent acceptance block, so do not wait for a nonexistent block instead of arranging proper company execution. Source 1.

Prepare a usable cover letter

The Division asks for a cover letter with the filer's name, address and telephone/fax information so it can make contact if necessary. Identify a recipient who can handle a correction and receive the result. Keep payment and return instructions out of the certificate's limited substantive articles. Source 1.

Set the operational start with the new agent

Practical guidance. Before filing, confirm the appointment, exact service address and who will receive forwarded documents. Keep this approval with your internal records. It is practical preparation for a reliable handoff, not a claim that the inspected LLC template requires an additional consent attachment.

Entity-type differences

A foreign LLC has a separate Certificate of Amendment Changing Only the Registered Office/Agent of a Foreign Limited Liability Company. Domestic corporations use a Certificate of Change under the corporation law; that template includes a board-resolution certification and authorized-officer execution, unlike the domestic LLC template.

Complete the Delaware change filing

  1. Confirm the domestic LLC's exact name against the Division's records and arrange the replacement registered agent and Delaware office.

  2. Complete the LLC certificate template with the new registered office street, city and ZIP code, and the registered agent's name at that address.

  3. Have an authorized person of the LLC sign the certificate and print or type the signer's name beneath the signature.

  4. Include a cover letter with contact and return information and submit the certificate with the required payment to the Division of Corporations using the instructions on the form.

  5. Retain the stamped Filed copy the Division returns and check the registered agent details against the intended replacement.

Open the official filing instructions or transaction. Read the primary sources below alongside these steps.

Form fields and statement requirements

Heading and introductory certification

Use the domestic LLC certificate heading and introductory language only for a Delaware-organized LLC. The foreign version expressly describes a foreign LLC registered under the Act. The Division labels its supplied form a template, but the entity-specific legal statement still needs to fit the company being changed. Source 2.

Article 1: existing LLC name

State the current company name exactly as it appears in Division records. This field does not request a new company name. If the business also needs a name amendment, do not use this limited-purpose article as though it changes the name rather than identifies the existing LLC. Source 1.

Article 2: registered office and agent

Complete the new Delaware street address, city and ZIP code, then the registered agent's name at that address. The template records the resulting office and agent together, even if your business objective is mainly to replace the provider. Check the spelling and suite details against the incoming agent's approved designation. Source 1.

Execution block

The authorized person signs the By line and prints or types their name on the Name line. The instructions emphasize legibility. Do not substitute the corporation template's Authorized Officer block or import a board-resolution certification that the inspected domestic LLC template does not contain. Source 1.

Submit the change to Delaware Division of Corporations

Submit the signed certificate with cover instructions

Send the certificate, cover letter and required payment to the Division of Corporations using the template's instructions. The published package identifies 401 Federal Street, Suite 4, Dover, Delaware 19901. Confirm current delivery and payment arrangements before sending; the inspected template does not document an authenticated online submission walkthrough. Source 1.

Specify the evidence actually needed

The instructions say the filer receives a stamped Filed copy. They separately describe a certified copy as something that may be requested. Do not assume the ordinary returned stamped copy is a separately certified copy, or request an additional certificate without understanding the intended recipient's needs. Source 1.

Before you submit

This template changes only the registered office or agent. Do not use it as though it also updates unrelated certificate provisions or changes another jurisdiction's registration.

Verify the change and finish the transition

Retain the stamped Filed copy

The Division expressly says it returns a stamped Filed copy of the submitted document. Keep it with the signed submission and cover letter. That state filing evidence is the useful completion record; a signed but unsubmitted template or a courier delivery confirmation is not the same thing. Source 1.

Compare article 2 with the intended appointment

Practical guidance. Review the filed office street, city, ZIP code and agent name together. If you obtained a certified copy, distinguish it from the routine stamped copy in the transaction file. Give the incoming agent a copy of the result if useful for reconciling its own appointment records.

Keep the limited purpose in view

The certificate changes only the registered office or registered agent. Review unrelated Certificate of Formation provisions or foreign registrations separately. Do not use the existence of a filed agent amendment as evidence that a different company name, ownership arrangement or another state's record was also updated. Source 1.

Avoid these Delaware filing mistakes

Choosing Certificate of Change because the title sounds simpler

The inspected domestic corporation template has a board-resolution article and authorized-officer signature. A domestic LLC uses the limited-purpose LLC Certificate of Amendment instead. Match the certificate to the entity before collecting signatures. Source 3.

Putting a foreign LLC on the domestic template

The foreign certificate expressly describes a registered foreign LLC and cites its own execution provision. Use it for the Delaware foreign registration rather than certifying that an out-of-state-organized LLC was organized under Delaware law. Source 2.

Treating the narrow certificate as a general amendment

The domestic template is expressly for changing only the registered office or agent. Do not insert unrelated changes into blanks intended for the existing name and resulting service designation. Select the appropriate separate transaction for a broader amendment. Source 1.

Questions about changing your registered agent in Delaware

Does the Delaware LLC template require the new agent to sign?

The inspected domestic LLC template requires an authorized person's signature and printed or typed name. It does not contain a separate incoming-agent acceptance block. Arrange the agent's agreement before naming it, but execute the company's certificate correctly. Source 1.

What does a Delaware foreign LLC file?

The separate Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Foreign Limited Liability Company. It identifies the registered foreign LLC and uses the foreign LLC statutory route. Source 2.

Will the ordinary returned copy be certified?

The instructions promise a stamped Filed copy and describe a certified copy as a separate request. Keep those categories distinct when a lender, counterparty or internal records policy asks for particular filing evidence. Source 1.

Does changing my Delaware agent update agents in other states?

Practical guidance. Treat each registration as a separate practical review item. Save the Delaware filed result, list the other jurisdictions in which the company is registered, and verify their records independently rather than assuming one state's filing propagated to them.

Which primary sources support this procedure?

Checked . The filing office’s current instructions govern the submission.

  1. Delaware — domestic LLC registered office/agent amendment certificate
  2. Delaware — foreign LLC registered office/agent amendment certificate
  3. Delaware — domestic corporation Certificate of Change

Procedural guidance, not legal advice. Confirm the correct filing for your entity and its current record.

Need help with your Delaware change?

Tell us the entity name, its jurisdiction and what needs to change. State fees are confirmed with you before anything is filed.

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