To change the name of your Delaware LLC, file a Certificate of Amendment with the Delaware Division of Corporations for a $50 base fee, after securing member approval under your operating agreement. The state filing is only the first step in a Delaware LLC name change: you also need to notify the IRS, update your Delaware business license and any foreign qualifications, inform your bank and vendors, and check that the new name doesn’t collide with someone else’s trademark.
Confirm the New Name Is Available
Delaware requires every LLC name to be distinguishable from every other entity on file with the Secretary of State, including corporations, partnerships, LLCs, statutory trusts, and foreign entities registered in the state. The name must also include “Limited Liability Company,” “L.L.C.,” or “LLC,” and it cannot contain the word “bank” or any variation unless the LLC is a regulated banking entity.1Justia Law. Delaware Code Title 6 Section 18-102 – Name Set Forth in Certificate
The Division of Corporations offers a free online name availability search on its website. If your name is too close to an existing one, the amendment will be rejected. You can get around a conflict by obtaining written consent from the other entity and filing that consent with the Secretary of State alongside your amendment.1Justia Law. Delaware Code Title 6 Section 18-102 – Name Set Forth in Certificate
If you want to lock in a name before you’re ready to file, Delaware will reserve it for 120 days for $75.2Delaware Division of Corporations. Frequently Asked Questions That’s useful when you’re coordinating a launch date or still working through member approvals.
Get Member Approval First
A name change amends the certificate of formation, so you need authorization from the members or managers before filing anything with the state. Delaware’s LLC Act gives operating agreements wide latitude over how amendments are approved, including allowing them without a member vote at all. If your operating agreement spells out an amendment process, follow it exactly.3Justia Law. Delaware Code Title 6 Section 18-302 – Classes and Voting
If your operating agreement is silent on amendments, the statute does not set a default majority-vote rule. In practice, getting unanimous written consent from all members is the safest route when the agreement doesn’t address the question, because it forecloses any later argument that the change wasn’t properly authorized. Document the approval with a written consent or formal resolution and keep it with your company records.
Delaware does not require LLCs to file operating agreements with the state. Still, update the agreement internally to reflect the new name so there’s no confusion if the LLC later takes on new members or a counterparty asks to see governance documents.
File the Certificate of Amendment
The Certificate of Amendment goes to the Delaware Division of Corporations. The form itself is short: list the LLC’s current name and state the exact text of the amendment to the certificate of formation, replacing the old name with the new one.4Justia Law. Delaware Code Title 6 Section 18-202 – Amendment to Certificate of Formation You don’t attach the member approval, but you should have it in your internal records.
The base filing fee is $50. You’ll receive a stamped “Filed” copy as official proof of the name change.5Delaware Division of Corporations. Certificate of Amendment for Limited Liability Company Form A certified copy for a bank or government agency costs an additional $50.
Standard processing times vary with filing volume and lengthen during busy periods. If you need faster turnaround, expedited surcharges on top of the base fee are available: $1,000 for one-hour priority service, $500 for two-hour, and $200 for same-day.6Delaware Department of State. Delaware Division of Corporations Fee Schedule Keep the stamped copy somewhere safe. Banks, state agencies, and business partners will all ask for it.
Pick an Effective Date
By default, the name change takes effect the moment the Division of Corporations files your amendment.4Justia Law. Delaware Code Title 6 Section 18-202 – Amendment to Certificate of Formation You don’t have to accept the default. Delaware lets you specify a later effective date in the certificate itself, up to 180 days after filing.7Delaware Code Online. Delaware Code Title 6 Chapter 18 – Limited Liability Company Act This helps when you want the legal name change to line up with a public rebrand, a new tax year, or contract renewals. The date has to be specific; vague language won’t work.
A name change does not create a new legal entity. Your LLC continues with the same EIN, the same contractual obligations, and the same legal history under a different name. Courts treat it as a continuation, so existing debts, lawsuits, and obligations carry over unchanged.
Notify the IRS
The IRS process depends on how your LLC is taxed, and your EIN stays the same in most cases.8Internal Revenue Service. Business Name Change
- Single-member LLCs and partnerships: write to the IRS at the address where you file your return. The letter must be signed by the business owner (for single-member LLCs) or a partner (for partnerships).8Internal Revenue Service. Business Name Change
- LLCs taxed as C-corporations: check the name-change box on Form 1120, Page 1, Line E, Box 3 with your next return. If you’ve already filed for the current year, send a signed letter from a corporate officer instead.8Internal Revenue Service. Business Name Change
- LLCs taxed as S-corporations: check the name-change box on Form 1120-S, Page 1, Line H, Box 2 with your next return. The same letter rule applies if you’ve already filed.8Internal Revenue Service. Business Name Change
The IRS notes that some name changes may require a new EIN or a final return. Those scenarios mostly involve structural changes happening alongside the name change, like converting from a sole proprietorship to a partnership. A straightforward name change with no change in business structure should not trigger a new EIN, but review IRS Publication 1635 if anything beyond the name itself is in play.
Update Licenses, DBAs, and Out-of-State Registrations
Delaware Business License
If your LLC holds a Delaware business license, update it through the state’s One Stop portal at onestop.delaware.gov, which handles license additions, renewals, and changes.9Delaware One Stop. Delaware One Stop Home Operating under a name that doesn’t match your license creates compliance problems you don’t want.
Trade Names (DBAs)
As of February 2, 2026, Delaware’s trade name registry is managed by the Division of Revenue through the One Stop portal, replacing the old county-by-county system run through the Superior Court. Registration is statewide at a flat $25 fee, and updates or cancellations are free. Notarization is no longer required.10Division of Revenue – State of Delaware. Trade Names FAQs If your LLC used a DBA under the old name, update or cancel it. If you want to keep using the old name as a trade name alongside your new legal name, register it as a DBA, though DBA registration confers no exclusive rights or trademark protection.
Foreign Qualifications
If your LLC is registered to do business in states besides Delaware, file an amendment in each of those states to update your foreign qualification. Every state has its own form, fee, and timeline. Some states require a certified copy of the Delaware Certificate of Amendment with the filing. Fees are generally modest, often between $25 and $60, but they add up across multiple states, and missing one can mean fines or loss of good standing there.
Annual Tax
Delaware requires all domestic and foreign LLCs to pay a $300 annual tax, with no annual report requirement.11Delaware Division of Corporations. Frequently Asked Tax Questions Make sure your next payment goes in under the new name so the Division of Corporations matches it to your records. A mismatched name can cause processing delays.
Update Banks, Vendors, and Contracts
Banks won’t change your account name over the phone. Bring a copy of the stamped Certificate of Amendment and, in most cases, an updated operating agreement reflecting the new name. Some banks also ask for a new signature card or a board resolution. Start early. Banks are slow, and you don’t want checks bouncing or wire transfers failing because the account name no longer matches incoming payments.
Vendors, suppliers, and clients need updated information to keep invoices and payments flowing, especially for automated billing or ACH arrangements tied to your old name. A short notification with a copy of the amendment attached is usually enough.
Review existing contracts for notice requirements or provisions triggered by a change to the entity. Most commercial contracts survive a name change without amendment because the entity itself hasn’t changed, but some include notice clauses worth honoring. If your LLC is in active litigation, tell the court and opposing counsel so filings and any judgments reflect the correct name.
Check for Trademark Conflicts
State name availability and trademark rights are two separate things. Approval by the Delaware Division of Corporations only means no other entity in Delaware has that exact name on file. It says nothing about whether someone else holds trademark rights to the name, in Delaware or anywhere else.
Before committing to a new name, search the U.S. Patent and Trademark Office’s trademark database for federally registered marks that could conflict. The USPTO’s search system includes a search builder and resources on “likelihood of confusion,” the legal standard courts use to decide whether two names are close enough to cause problems.12United States Patent and Trademark Office. Search Our Trademark Database
Federal registration isn’t the whole picture. Businesses can hold common law trademark rights simply by using a name in commerce, without registering. Those rights are limited to the geographic area where the business operates, but they’re real and enforceable. A business that has been using your chosen name in a region where you also do business could force you to change again. A trademark attorney can run a clearance search that covers both federal registrations and common law usage.
If your LLC already owns trademark registrations under the old name, record the name change with the USPTO. Letting a registered mark fall out of sync with your legal name weakens your ability to enforce it.