When Is a Change of Registered Agent Required in Delaware?
A Delaware entity must file a certificate of change with the Division of Corporations whenever it needs to designate a new registered agent, update its registered office address, or both. Under the Delaware General Corporation Law (8 Del. C. § 133), any corporation may change the location of its registered office or change its registered agent by resolution of its board of directors and filing the resulting certificate with the Secretary of State. Parallel provisions govern limited liability companies under the Delaware Limited Liability Company Act (6 Del. C. § 18-104), limited partnerships under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-104), and general and limited liability partnerships under their respective chapters of Title 6.
Every domestic entity formed in Delaware and every foreign entity qualified to do business in Delaware must continuously maintain both a registered office and a registered agent in the state. For corporations, this obligation is established by 8 Del. C. § 132, which requires every corporation to have and maintain a registered agent whose business office is identical with the corporation’s registered office. For LLCs, the same requirement appears in 6 Del. C. § 18-104(a), and for limited partnerships, in 6 Del. C. § 17-104(a). Failure to maintain a registered agent exposes the entity to severe consequences — charter forfeiture for corporations, certificate cancellation for LLCs and limited partnerships, and substitute service of process on the Secretary of State.
The specific circumstances that typically prompt a change filing include:
- The current registered agent resigns
- The current registered agent relocates outside Delaware or closes its Delaware office
- The registered agent’s physical address changes due to relocation
- The registered agent is no longer generally present during normal business hours to accept service of process
- The entity voluntarily selects a new registered agent or professional agent service
- The agent no longer consents to serve
Delaware does not distinguish between a voluntary and an involuntary change — the same certificate of change and the same filing fee apply regardless of the reason.
Grounds for Changing Your Registered Agent in Delaware
The most common grounds for filing a certificate of change fall into two categories: entity-initiated changes driven by a business decision or operational need, and circumstances that force a change because the current agent is no longer able or willing to serve.
| Ground | Filing Required |
| Registered agent resigns (with successor appointed) | Entity ratifies the successor’s certificate filed under 8 Del. C. § 135 (corporations) or equivalent provision |
| Registered agent resigns (without successor) | Entity must file its own certificate of change to appoint a replacement within 30 days |
| Agent relocates out of Delaware | Certificate of Change of Registered Agent/Office |
| Agent’s Delaware address changes | Agent files a blanket change certificate, or entity files a certificate of change |
| Entity switches to a professional registered agent service | Certificate of Change of Registered Agent/Office |
| Agent no longer available during normal business hours | Certificate of Change of Registered Agent/Office |
| Agent no longer consents to serve | Certificate of Change of Registered Agent/Office |
| Entity changes its own registered office location | Certificate of Change of Registered Agent/Office |
The entity’s registered agent and registered office are part of the public record maintained by the Division of Corporations. Any outdated or inaccurate information must be corrected promptly by filing the appropriate certificate, because an entity that lacks a valid registered agent in Delaware risks forfeiture or cancellation and becomes subject to service of process through the Secretary of State.
Delaware Registered Agent Change Requirements
Before filing a certificate of change, the entity must ensure that the new registered agent satisfies Delaware’s statutory eligibility requirements and that the registered office address complies with the physical presence rules.
Option A — Entity: A domestic corporation, domestic LLC, domestic limited partnership (including LLLPs), domestic statutory trust, or a foreign entity of any of those types authorized to transact business in Delaware. Under 8 Del. C. § 132(a), a corporation may even serve as its own registered agent — a feature that distinguishes Delaware from most other states. The same self-appointment option exists for LLCs under 6 Del. C. § 18-104(a)(2)(a) and for limited partnerships under 6 Del. C. § 17-104(a)(2)(a).
Option B — Individual: An individual resident of the State of Delaware.
Registered office address: The registered office must be a physical street address in Delaware that includes the street, number, city, county, and postal code. The registered agent’s business office must be identical with the registered office. A registered agent may not perform its duties or functions “solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both” — the statute explicitly prohibits virtual-only operations.
Commercial registered agent qualifications: Any registered agent serving more than 50 entities (a commercial registered agent) must satisfy additional requirements: maintaining a Delaware business license, being generally present at a designated Delaware location during normal business hours, and complying with identity-verification regulations established by the Secretary of State.
Consent: The entity must verify that the new registered agent has agreed to serve before filing. The Division of Corporations filing guide instructs submitters that “prior to submitting a document that appoints a Registered Agent, the submitter must contact the Registered Agent to verify they agree to act on behalf of the entity.” No separate consent form is filed with the state; the entity retains evidence of consent internally.
Execution: For corporations, 8 Del. C. § 133 requires the certificate to be “executed, acknowledged, and filed in accordance with § 103 of this title.” The certificate must be signed by an authorized officer. Notarization is not required for electronic submissions through the Division’s filing service, though the instrument must comply with the acknowledgment requirements of § 103 if filed on paper.
How to File a Statement of Change of Registered Office/Agent
The specific form depends on the entity type. For a domestic stock corporation, the filing is the Certificate of Change of Registered Agent/Office. For exempt (nonprofit) corporations, a separate Certificate of Change of Agent – Exempt Corporation is used. For LLCs, the filing is a Certificate of Amendment Changing Only the Registered Office/Agent. For foreign corporations, limited partnerships, and other entity types, entity-specific forms are available on the Division of Corporations forms page.
Regardless of entity type, the certificate typically requires the following information:
- The exact legal name of the entity as it appears in the Division’s records
- The entity’s file number
- The current registered agent name and registered office address
- The new registered agent name and new registered office address (including street, number, city, county, and postal code)
- An acknowledgment that the change is authorized — for a corporation, this requires a board resolution under 8 Del. C. § 133
The Division does not provide a separate delayed effective date mechanism for certificates of change. The filing becomes effective upon acceptance by the Division of Corporations.
Note: The forms on the Division’s website are templates containing basic information and common executions. An entity may draft its own certificate so long as it contains all information required by statute and complies with the execution requirements of the applicable chapter.
Filing Method: Online vs. Mail
The Division of Corporations accepts certificates of change through its online filing service and by mail. In-person filing at the Dover office is available by appointment only.
| Method | Details |
| Online | Upload the completed certificate via the Document Filing and Certificate Request Service. Payment by Visa, MasterCard, American Express, Discover, or ACH. Credit card/ACH is charged when the filing is processed, not at the time of submission. |
| Send the completed certificate with a filing cover memo and check payable to “Delaware Secretary of State” to Division of Corporations, PO Box 898, Dover, DE 19903. | |
| Express Mail | Division of Corporations, John G. Townsend Bldg., 401 Federal Street, Suite 4, Dover, DE 19901 |
| In Person | By appointment only. Contact (302) 739-3073 option 0 to schedule. |
Processing times for regular (non-expedited) filings vary based on the volume of items received. The Division offers expedited services at additional cost: $1,000 for one-hour processing, $500 for two-hour processing, $100–$200 for same-day processing, and $50–$100 for next-day processing. All completed requests are returned by regular U.S. Postal Service unless a FedEx or UPS account number is included.
Note: No filings are returned by fax or email. Include an express-mail account number with your submission if you need expedited return delivery.
Registered Agent Change Filing Fees by Entity Type
Filing fees are set by the Division of Corporations fee schedule, revised August 1, 2024. Delaware’s fees vary significantly by entity type, and several entity types have distinct fee levels for the change-of-agent certificate.
| Entity Type | Filing Fee |
| Domestic Corporation (stock) | $50.00 |
| Domestic Corporation (exempt/nonprofit) | $5.00 |
| Foreign Corporation | $50.00 |
| Domestic LLC | $50.00 |
| Foreign LLC | $50.00 |
| Domestic Limited Partnership | $50.00 |
| Foreign Limited Partnership | $50.00 |
| General Partnership / LLP (domestic and foreign) | $50.00 |
| Domestic Statutory Trust | — (filed via amendment) |
| Blanket Change of Office/Name (agent-initiated, corporations) | $2.00 per entity |
| Blanket Change of Office/Name (agent-initiated, LLCs) | $2.00 per entity |
| Blanket Change of Office/Name (agent-initiated, LPs) | $2.00 per entity |
The fee for domestic stock corporations includes the filing fee, receiving and indexing fee, data entry fee, municipality fee, and county recording fee for a one-page document. An additional $9.00 applies for each page beyond the first. Certified copies of any filed certificate are available for $50.00 per document.
The Division accepts Visa, MasterCard, American Express, and Discover for online submissions processed through the Document Filing and Certificate Request Service. Credit-card and ACH charges are applied when the filing is processed — not at the time of upload. For mail submissions, payment must be by check drawn on a U.S. bank. The Division does not accept credit cards for mail or walk-in orders.
There is no filing fee for a registered agent resignation without appointment of a successor — the statutory fee is $2.00 for each entity affected.
Effective Date of a Registered Agent Change in Delaware
A certificate of change of registered agent in Delaware becomes effective upon filing and acceptance by the Division of Corporations. Delaware does not provide a statutory mechanism for delayed effective dates on certificates of change of registered agent, unlike some states that allow instruments to take effect up to 90 days after filing.
Immediate effect: The standard and only option for a certificate of change is that the filing takes effect when it is received, accepted, and recorded by the Division. Once effective, the certificate operates as an amendment to the entity’s certificate of incorporation (for corporations), certificate of formation (for LLCs), or certificate of limited partnership (for LPs) — without the entity needing to file a separate amendment.
The practical implication is that the new registered agent’s authority to accept service of process begins the moment the Division records the filing, and the former agent’s authority terminates at that same point. Entities that need the change processed by a specific date should consider the Division’s expedited processing options to avoid delays from routine processing backlogs.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent changes its own address or name — but continues to serve as the registered agent for the same entities — the agent may file a blanket change certificate rather than requiring each represented entity to file individually. For corporations, this authority is established by 8 Del. C. § 134, which permits a registered agent to change the address of the registered office of the corporation or corporations for which it serves by filing a certificate with the Secretary of State. For LLCs, the equivalent authority is 6 Del. C. § 18-104(b), and for limited partnerships, 6 Del. C. § 17-104(b).
| Feature | Entity-Filed Certificate of Change | Agent-Initiated Blanket Change Certificate |
| Filed by | The entity (authorized officer or representative) | The registered agent |
| Purpose | Appoint a new agent, change the registered office, or both | Update the agent’s own address or name for all represented entities |
| Can appoint a new agent? | Yes | No |
| Covers multiple entities? | No — one certificate per entity | Yes — a single certificate covers all entities represented by the agent |
| Prior notice to entity required? | No statutory notice requirement | Agent must promptly deliver a copy of the filed certificate to each affected entity |
| Signed by | Authorized officer of the entity | The registered agent |
| Filing fee | $50.00 per entity (most types) | $2.00 per entity affected |
| Operates as | Amendment to the entity’s certificate of formation/incorporation | Amendment to the certificate of formation/incorporation of each affected entity — no further action required by the entity |
The blanket change mechanism is especially valuable for commercial registered agents that represent thousands of entities. A single filing with a $2.00 per entity fee allows the agent to update its address across the Division’s records for every represented entity simultaneously, and each affected entity’s certificate of formation or incorporation is deemed amended automatically.
A registered agent’s name change — whether resulting from a merger, consolidation, conversion, or legal name change — is also treated as a blanket change under the same statutory provisions and at the same per-entity fee.
What Happens After the Change Is Filed
Once the Division of Corporations accepts and records the certificate of change, several consequences follow:
- The entity’s registered agent and registered office information in the Division’s records is updated immediately
- The certificate of change operates as an amendment to the entity’s certificate of incorporation, certificate of formation, or certificate of limited partnership — no separate amendment filing is required
- The new agent’s name and address become part of the entity’s public filing history, searchable through the Division’s Entity Search
- The former registered agent’s authority to receive service of process on behalf of the entity terminates
- The Division returns the filed document to the submitter by regular U.S. mail (or by express service if an account number was provided)
An entity can verify that the change has been processed by searching the Division’s online records or by requesting entity status for a fee of $10.00 per entity.
Changing a Registered Agent for a Foreign Entity Registered in Delaware
A foreign entity registered to transact business in Delaware is subject to the same registered agent and registered office requirements as a domestic entity. Under 8 Del. C. § 371, a foreign corporation must designate a registered agent and registered office at the time it qualifies in Delaware, and it must maintain both continuously. The same rules apply to foreign LLCs under 6 Del. C. § 18-902 and foreign limited partnerships under 6 Del. C. § 17-902.
A foreign entity changes its registered agent by filing a Certificate of Foreign Corporation Change of Registered Agent (for foreign corporations) or the equivalent entity-specific form available on the Division’s change-of-agent page. The same eligibility requirements, physical-address requirements, consent verification, filing methods, and fees apply. The filing fee is $50.00 for foreign corporations, $50.00 for foreign LLCs, and $50.00 for foreign limited partnerships.
If a foreign entity fails to maintain a registered agent and fails to designate a replacement within the cure period, the Secretary of State will forfeit or revoke the entity’s authority to do business in Delaware, and service of process will thereafter be upon the Secretary of State.
Frequently Asked Questions About Changing a Registered Agent in Delaware
How long does it take to change a registered agent in Delaware?
The Division of Corporations does not publish a guaranteed processing time for regular (non-expedited) filings. Processing times vary based on the volume of work received, and the Division recommends contacting its office at (302) 739-3073, option 2, to learn what date is currently being processed for regular work. Expedited options are available: one-hour service for $1,000, two-hour service for $500, same-day service for $100–$200, and next-day service for $50–$100. These expedited fees are in addition to the standard filing fee. All completed filings are returned by regular U.S. mail unless the submitter provides a FedEx or UPS account number.
Do I need to notify my current registered agent before changing?
Delaware law does not require an entity to notify the outgoing registered agent before filing a certificate of change. The change takes effect upon filing and acceptance by the Division of Corporations. Many entities choose to inform the outgoing agent as a professional courtesy, particularly to coordinate the handoff of pending service-of-process documents and tax notices. If the outgoing agent wishes to end the relationship proactively, the agent may file a resignation certificate under 8 Del. C. § 136 (corporations) or the equivalent provision for other entity types.
Can I change my registered office address without changing the registered agent?
Yes. The certificate of change permits the entity to change the registered office address, the registered agent, or both in a single filing. If the same agent will continue to serve but at a new address, the entity files a certificate of change reflecting the new address. Alternatively, if the agent’s address has changed, the agent may file a blanket change certificate under 8 Del. C. § 134 (or 6 Del. C. § 18-104(b) for LLCs) to update the address across all represented entities without requiring each entity to file individually.
What is the agent-initiated address change form and when is it used?
The agent-initiated blanket change certificate is filed by the registered agent — not by the entity — when the agent changes its own business address or legal name while continuing to serve. The certificate identifies the agent’s former address, certifies the new address to which each registered office will change, and covers all entities the agent represents. The fee is $2.00 per entity affected. The statutory authority is 8 Del. C. § 134 for corporations, 6 Del. C. § 18-104(b) for LLCs, and 6 Del. C. § 17-104(b) for limited partnerships. The agent must promptly deliver a copy of the filed certificate to each affected entity.
Is there a penalty for not filing a change of registered agent?
Delaware requires every entity to continuously maintain a registered agent and registered office in the state. Failure to do so triggers serious consequences. For corporations, the Secretary of State will declare the charter forfeited under 8 Del. C. § 510. For LLCs, the certificate of formation is subject to cancellation under 6 Del. C. § 18-104(d). For limited partnerships, the certificate of limited partnership is subject to cancellation under 6 Del. C. § 17-104(d). Once forfeited or cancelled, the entity loses standing to maintain lawsuits, and service of process against it is made upon the Secretary of State.
Can I change my registered agent and the registered office address in the same filing?
Yes. The Certificate of Change of Registered Agent/Office (for corporations) and the equivalent forms for other entity types allow the entity to change both the agent and the office address in a single filing. A single filing fee applies.
What happens if my registered agent resigns?
A registered agent may resign in two ways. Under 8 Del. C. § 135, the agent may resign and simultaneously appoint a successor by filing a certificate that includes a ratification statement from the affected entity. Under 8 Del. C. § 136, the agent may resign without appointing a successor by filing a certificate of resignation — but such resignation does not become effective until 30 days after filing. The agent must have given written notice to the entity at least 30 days before filing the resignation certificate. If the entity fails to designate a replacement within those 30 days, the Secretary of State will declare the charter forfeited (corporations) or cancel the certificate of formation (LLCs and LPs). Equivalent resignation provisions apply to LLCs under 6 Del. C. § 18-104(с) and (d) and to limited partnerships under 6 Del. C. § 17-104(с) and (d). The fee for a resignation with appointment of successor is $2.00, and for a resignation without successor is $2.00.
Does the new registered agent need to sign the change form?
No. The certificate of change is executed by an authorized officer of the entity — not by the new registered agent. However, the entity must verify that the new agent has agreed to serve before submitting the filing. The Division of Corporations instructs filers to “contact the Registered Agent to verify they agree to act on behalf of the entity” before submitting any document that appoints a registered agent. The consent is not filed with the state but is retained by the entity.
Can I use a P.O. Box for the new registered office address?
No. The registered office must be a physical street address in Delaware, and the registered agent’s business office must be identical with the registered office. Under 8 Del. C. § 131(с) and 8 Del. C. § 132(b), a registered agent may not operate solely through a virtual office or mail forwarding service. The address must include the street, number, city, county, and postal code.
Is the filing fee the same whether I file online or by mail?
Yes. The statutory filing fee for a certificate of change is $50.00 for most entity types and $5.00 for exempt (nonprofit) corporations regardless of filing method. The Division accepts credit cards (Visa, MasterCard, American Express, Discover) and ACH only through the Document Filing and Certificate Request Service for online submissions. Mail submissions must include a check. There is no surcharge for online filing, though credit-card charges are processed when the filing is completed — not at the time of submission.