How to Complete and File the Delaware Certificate of Change of Registered Agent

To change your Delaware entity’s registered agent, file a Delaware Certificate of Change of Registered Agent with the Division of Corporations, pay the $50 fee, and submit it online or by mail. Corporations and LLCs use different one-page forms, but the process and cost are the same.

Pick the Right Form for Your Entity Type

Corporations file a Certificate of Change of Registered Agent and/or Registered Office. LLCs file a Certificate of Amendment Changing Only the Registered Office/Agent of Limited Liability Company. Both are PDFs on the Division of Corporations website, and you cannot substitute one for the other.¹

The forms sit on different statutes. Corporations act under Title 8, Section 133 of the Delaware Code, which authorizes the change by board resolution.² LLCs act under Title 6, Section 18-104, which requires each LLC to maintain a registered agent with a business office in Delaware.³

What to Have Ready Before You File

If you run a corporation, the board of directors must pass a resolution authorizing the change before you file. Section 133 requires it, and the form itself certifies that the board adopted the resolution, so skipping this step creates a false certification. A single-director corporation can handle it with a quick written consent; larger boards may need a formal vote.²

For an LLC, look at your operating agreement. It typically identifies who has authority to make administrative changes, usually a managing member or manager.

Whichever entity you have, gather this before opening the PDF:

The entity’s exact legal name as it appears in Delaware’s records. A missing comma or “LLC” instead of “L.L.C.” can cause a rejection.
The new registered agent’s full legal name.
The new agent’s Delaware street address, including city, county, and zip code. The agent must maintain an actual business office at that address; Delaware law prohibits a registered agent from operating solely through a virtual office or mail-forwarding service.⁴

Filling Out the Corporation Form

The corporation Certificate of Change has three numbered sections and rarely runs past a single page.⁵

Section 1 asks for the corporation’s name. Match your certificate of incorporation exactly.

Section 2 asks for the new registered office address (street, city, county, zip code) and the new agent’s name. If you are only swapping the agent but keeping the same office address, fill in the address fields anyway. The form treats office and agent as a paired entry.

Section 3 is the signature block. An authorized officer signs, with their name printed or typed legibly below. Under Section 103 of Title 8, the signature itself operates as an affirmation under penalty of perjury, so there is no notarization requirement.⁶

Filling Out the LLC Form

The LLC Certificate of Amendment works the same way but uses LLC terminology. A member or manager signs rather than a corporate officer, and no board-resolution language appears because LLCs are not governed by a board. The filing fee is identical at $50.⁷

How to Submit the Certificate

Online

The Division of Corporations runs an electronic filing portal where you upload the completed certificate. Filing online skips the Filing Cover Memo, because the system captures your contact information during submission, and it tends to move faster since no physical mail is involved.⁸

By Mail or Hand Delivery

If you file on paper, include a Filing Cover Memo with the certificate. The memo must list your name, address, phone number, fax number or email, and the entity’s file number if you have one. Submit one cover memo per submission, and do not staple your documents together. The memo is available for download from the Division’s website.⁹

Regular mail goes to:

Division of Corporations
PO Box 898
Dover, DE 19903

Express or overnight delivery goes to the street address:

Division of Corporations
John G. Townsend Bldg.
401 Federal Street, Suite 4
Dover, DE 19901¹⁰

Include a check made out to “Delaware Secretary of State” for the filing fee. The form instructions also recommend a cover letter with your contact details so the state can reach you if there is a problem.⁵

Once processed, the Division returns a stamped copy of the certificate showing “Filed” and the date of acceptance. Keep it in your corporate records as proof of when the change took effect.

Fees

The standard filing fee is $50 for both corporations and LLCs. Nonprofit corporations pay a reduced $5. If the certificate runs past one page, add $9 per additional page for county recording.⁵

Fixing an error after filing is expensive. A Certificate of Correction costs $234 for a one-page document, covering filing, indexing, data entry, and municipality and county recording fees, plus $9 for each additional page.¹¹ Proofread the entity name and address twice before you send it.

Processing Time and Expedited Options

Standard processing time varies with the Division’s filing volume. There is no guaranteed turnaround; the Division suggests calling to find out what date is currently being processed for regular work.¹²

If you need the change on the record faster, four tiers of expedited service are available. Each fee is on top of the $50 filing fee:¹³

Next-day service: $50 to $100. Filing must be received by 7:00 p.m. EST/EDT.
Same-day service: $100 to $200. Filing must be received before 2:00 p.m. EST/EDT.
Two-hour service: $500. Filing must be received by 7:00 p.m. EST/EDT.
One-hour service: $1,000. Filing must be received by 9:00 p.m. EST/EDT.

When You Do Not File This Certificate

If your registered agent stays the same but moves to a new Delaware address, or changes its own name through a merger or rebrand, the entity does not file a Certificate of Change. The agent files its own certificate under Section 134 of Title 8 (corporations) or Section 18-104 (LLCs), listing every entity it represents. If you use a professional registered agent service, the agent handles this for you.¹⁴

If Your Agent Resigns, You Have 30 Days

Sometimes the trigger is not your decision. Under Section 136 of Title 8, a registered agent can resign by filing a certificate of resignation with the Secretary of State. The resignation takes effect 30 days after filing, and the agent must give the entity written notice at its last known address at least 30 days in advance.¹⁵

That 30-day window is your deadline to appoint a replacement and file the Certificate of Change. A Delaware corporation that misses it will have its charter forfeited by the Secretary of State. A foreign corporation qualified to do business in Delaware will have its authority revoked.¹⁵ Missing the window is a common way small companies end up in void status.

What Happens If You Let It Lapse

An entity without a valid registered agent can lose good standing with the state and eventually be declared void, which then requires a formal revival or reinstatement along with all back taxes and fees.¹⁶

The more immediate risk is a missed lawsuit. If a process server delivers a summons to a registered agent address that is no longer valid, you may never learn about the case. Delaware courts can proceed to a default judgment after verifying proper service was attempted, and if certified mail comes back unclaimed, the court can authorize alternative methods, including affixing the summons to a dwelling entrance, before entering default.¹⁷ Unwinding a default judgment against a company that never knew it was sued is expensive and sometimes impossible. At $50, keeping your registered agent record current is one of the cheapest forms of legal protection available.

1
Division of Corporations – State of Delaware. Change of Agent Forms for Entities
2
Justia. Delaware Code Title 8 Section 133 – Change of Location of Registered Office; Change of Registered Agent
3
Delaware Code Online. Delaware Code Title 6 Chapter 18 – Limited Liability Company Act
4
Delaware Code Online. Delaware Code Title 8 Chapter 1 Subchapter III – Registered Office and Registered Agent
5
Delaware Division of Corporations. Certificate of Change of Registered Agent/Office for Corporation
6
Delaware Code Online. Delaware Code Title 8 Chapter 1 Section 103 – Execution, Acknowledgment, Filing, Recording and Effective Date
7
Delaware Division of Corporations. Certificate of Amendment Changing Only the Registered Office/Agent of Limited Liability Company
8
Delaware Division of Corporations. Document and Certificate Memo Service
9
Division of Corporations – State of Delaware. Cover Memos
10
Division of Corporations – State of Delaware. Contact Information
11
Delaware Department of State. Division of Corporations Fee Schedule
12
Delaware Division of Corporations. Frequently Asked Questions
13
Delaware Division of Corporations. Expedited Services
14
Justia. Delaware Code Title 8 Section 134 – Change of Address or Name of Registered Agent
15
Delaware Code Online. Delaware Code Title 8 Chapter 1 Subchapter III – Section 136
16
Delaware Division of Corporations. Renewal for All Entities
17
Justia. Delaware Code Title 10 Section 9524 – Service of Summons; Verification for Default Judgment