A Delaware corporation can change its registered office address by adopting a board resolution and filing a Certificate of Change of Registered Agent/Office with the Delaware Division of Corporations for a $50 fee. That is the standard path for a Delaware corporation change of address, and it works whether you are moving the registered office within Delaware, switching to a new registered agent, or both. A separate, pricier Certificate of Amendment exists, but most corporations do not need it.
Filing the Certificate of Change
Start with the board. Under Section 133 of the Delaware General Corporation Law, the board of directors may resolve to change the registered office to any other location in the state or replace the registered agent with any qualified person or entity.1Justia. Delaware Code Title 8 Chapter 1 Subchapter III Section 133 – Change of Location of Registered Office; Change of Registered Agent The resolution needs the same detail the original certificate of incorporation required: the street address of the new registered office, including city, county, and postal code, and the name of the registered agent at that address.2Justia. Delaware Code Title 8 Chapter 1 Subchapter I Section 102 – Contents of Certificate of Incorporation
An authorized officer then signs the certificate. Delaware accepts facsimile, conformed, and electronic signatures.3Delaware Code Online. Delaware Code Title 8 Chapter 1 Subchapter I File the signed document with the Division of Corporations online or by mail along with the $50 fee.4Delaware Department of State. Certificate of Change of Registered Agent/Office for Corporation Expedited processing is available if you need it: same-day service adds $200, and 24-hour service adds $100.5Delaware Department of State. Delaware Division of Corporations Fee Schedule
The registered office has to be a physical Delaware location, with street, number, city, county, and postal code all listed.6Delaware Code Online. Delaware Code Title 8 Chapter 1 Subchapter III – Registered Office and Registered Agent Virtual offices and mail forwarding services do not qualify. Record the board resolution in your corporate minutes. That step is not something the state checks, but it gives you a clean record that the change was properly authorized.
When the Agent Moves and the Corporation Doesn’t
If your registered agent relocates its own office, you don’t file anything. Section 134 puts the paperwork on the agent, which files a single certificate with the Secretary of State listing the old address, the new address, and the effective date for every entity it represents.6Delaware Code Online. Delaware Code Title 8 Chapter 1 Subchapter III – Registered Office and Registered Agent
Confirm the filing happened, though. If it slips, your corporate record will show a stale address, and you may only discover the gap when service of process lands somewhere it shouldn’t.
Certificate of Change or Certificate of Amendment
Delaware allows either filing to update registered office or agent information, and the Division of Corporations FAQ says so explicitly.7Division of Corporations – State of Delaware. Frequently Asked Questions The Certificate of Change under Section 133 costs $50 and is the routine choice. A Certificate of Amendment is a formal change to the certificate of incorporation and costs $214 when no increase in authorized capital stock is involved.5Delaware Department of State. Delaware Division of Corporations Fee Schedule The amendment path makes sense only when other charter provisions are changing at the same time or you want to consolidate several changes into one document. For a plain address or agent swap, the Certificate of Change does the same job for less.
Update the Annual Franchise Tax Report
Every Delaware corporation files an annual franchise tax report and pays franchise taxes to stay in good standing.8Delaware Division of Corporations. Delaware Division of Corporations – Annual Report and Tax Information The report lists your registered agent and office information, so the new address needs to appear on the next filing. Reports and payments are due by March 1 each year.
Filing the Certificate of Change does not automatically update the annual report. They are two separate filings with the same agency. A late annual report triggers a $200 penalty under Title 8, Chapter 5, Section 502(c).9Division of Corporations – State of Delaware. Frequently Asked Tax Questions
Notify the IRS
Tell the IRS separately using Form 8822-B, which covers changes to the business mailing address, business location, or the identity of the responsible party.10Internal Revenue Service. About Form 8822-B, Change of Address or Responsible Party – Business There is no specific deadline for the address change itself (responsible party changes must be reported within 60 days), but earlier is better so IRS correspondence reaches you. Processing takes four to six weeks.11Internal Revenue Service. Form 8822-B, Change of Address or Responsible Party – Business
Your EIN doesn’t change. You are updating the address linked to the existing number, not applying for a new one.
Other Parties to Tell
The state and IRS filings are legally required. The rest is practical, and neglecting it is where corporations create their own problems.
- Business bank accounts, merchant accounts, lines of credit, and loans. Mismatched addresses delay transactions and trigger fraud alerts.12U.S. Small Business Administration. Have an Address Change for Your Business? Here’s Who You Need to Inform
- Insurance carriers. A location change can affect premiums because insurers use the business address as a rating factor, and an outdated address can complicate claims or give an insurer grounds to dispute coverage.
- Contracts and licenses. Many commercial contracts require written notice of an address change within a set number of days. Business licenses and permits tied to a specific address may need to be updated with the issuing agency.
- Foreign qualifications. If the corporation is registered to do business in other states, each one keeps its own record of the principal office and registered agent. Failing to update those records can cost you the right to sue in that state’s courts, produce retroactive penalties and back taxes, and in extreme cases lead to administrative suspension of your authority to operate there.
What Happens If You Don’t File
Delaware enforces the registered agent rule hard. If a registered agent resigns and the corporation fails to designate a replacement within 30 days, the Secretary of State declares the charter forfeited.6Delaware Code Online. Delaware Code Title 8 Chapter 1 Subchapter III – Registered Office and Registered Agent Foreign corporations get the same 30-day window before the state revokes their authority to do business in Delaware.
On the tax side, if a full year passes without payment of franchise tax or a complete annual report, the Secretary of State notifies the corporation by November 30 that its charter will be voided the following March 1. If the corporation still doesn’t comply, the Governor issues a proclamation revoking the charter.13Delaware Code Online. Delaware Code Title 8 Chapter 5 – Corporation Franchise Tax
Revival is possible but slow. The corporation must pay all back taxes, file every overdue annual report, and submit a Certificate of Revival with a $189 filing fee.14Delaware Department of State. Certificate for Revival of Charter for a Voided Corporation While the charter is void, the corporation loses the powers the law confers on it, which means it cannot legally conduct business, enter contracts, or bring lawsuits. A $50 filing on the front end avoids all of that.