The main duties of a Delaware registered agent are as follows:

  • Your Delaware registered agent must maintain a location (a “registered office”) at a Delaware street address listed on your formation document.
  • Your Delaware registered agent must be consistently available at this location during normal business hours to accept service of process.
  • Your Delaware registered agent must forward to your business, in a timely fashion, any legal notices or official state documents received from the state.
What is service of process?

“Service of process” is just legalese for the personal delivery of a legal notice. Put simply: when an individual or business gets sued or faces some other type of legal action, the defendant has to be told about it. The state of Delaware understandably prefers to hand deliver important legal documents of this kind, instead of sending them electronically or by mail, because defendants might otherwise claim they never received them. The person who delivers the legal documents is called a process server.

Why do I need a Delaware Registered Agent?

First and foremost, it’s the law. If your business operates in Delaware but fails to maintain a Delaware registered agent, it may face financial penalties and a loss of good standing with the state. It could even face administrative dissolution, which is when the Delaware Division of Corporations shuts a business down.

But this is one law just about all of us can get behind. The state of Delaware understands that business owners, directors, and corporate officers aren’t always available, and that some businesses operate partly or wholly from outside the state, but legal notices must still get delivered in a timely manner to protect all parties involved. A registered agent simply ensures that, whatever a business’s day-to-day operations are like, someone is always available to receive service of process for your business if or when one comes.

Who can be a registered agent in Delaware?

A Delaware registered agent must be either:

  1. An individual Delaware resident, or
  2. A business entity, such as a commercial registered agent service, authorized to do business in Delaware.

Can I be my own Registered Agent?

It’s perfectly legal in Delaware to appoint yourself, an associate, or even your own business to serve as your Delaware registered agent, but it’s not a choice to make lightly.

When thinking through your options, consider the following:

  1. Your registered agent must list a physical Delaware address on your business’s formation document, and this address goes into the public record.
  2. If you serve as your own registered agent and list your Delaware residential or business address, that address also goes into the public record.
  3. If you serve as your own registered agent, you’ll have to notify the state if the address of your registered office changes.
  4. A registered agent must be consistently available during normal business hours (not holding long meetings or traveling).
  5. If your business operates in more than one state, you’ll also need a registered agent in each state (and most states, unlike Delaware, won’t allow a business entity to serve as its own registered agent).

In general, serving as your own registered agent (or appointing your business as its own registered agent) works best when your business is small and has a single location in Delaware that isn’t likely to change. If your operation is more complex, however, you might consider hiring a commercial registered agent service.

Why hire a Registered Agent service?

There are several clear benefits to hiring a commercial registered agent service over an individual agent:

    Commercial registered agent services can keep track of notices and deadlines (such as the deadline for your business’s annual report), which frees up your attention for more pressing matters, and they often have the infrastructure in place to get documents to you faster and more efficiently than an individual registered agent ever could.
    When you hire a commercial registered agent service, you can usually put the address of the registered agent’s Delaware office in place of yours on your business’s formation documents. This keeps your address off mailing lists, reduces junk mail, and allows you to put a little much needed distance between your business and your personal life.
    If your business wants to change locations, open a second or third location, go completely web-based, or expand its operations to multiple states, it’s usually best to have a commercial registered agent service that can operate in more than one state and won’t change its registered office every time you move.

Registered Agent How To

How to Appoint a Delaware Registered Agent

After you sign up with a Delaware registered agent or commercial registered agent service, the appointment becomes official when you submit your business’s formation document, which will include your registered agent’s name and Delaware street address. It’s important, of course, that your registered agent accepts the appointment before you file. The Delaware Division of Corporations keeps a convenient list of Delaware registered agents and registered agent services (called simply “listed agents”) at its website. If an individual or company appears on the list, you can be reasonably certain that the entity likely follows the law and doesn’t engage in misleading and harmful business practices.

How to Resign as a Delaware Registered Agent

If you’re a registered agent and you need to resign from the position, there are two paths available to you. If you’re able to appoint a successor agent who has already agreed to take on the position, you can file a Certificate of Resignation with the Delaware Division of Corporations. This filing must include statements from every company you’re resigning from approving the change of registered agent, as well as the name and address of your successor. If you’re resigning as a registered agent without appointing a successor, you must deliver a written notice to each of your clients thirty (30) days before filing your Certificate of Resignation with the Delaware Division of Corporations. There is no official state form for the Certificate of Resignation, and the fees vary depending on the type of business entity in question, so it’s best to consult the Delaware Division of Corporation’s website to make sure you include all of the required information and pay the appropriate fees.

How to Change Delaware Registered Agents

Delaware doesn’t allow your business to change its registered agent simply by altering the information on your business’s annual report. Instead, you’ll need to pay a $50 state fee for most types of businesses (but only $5 for nonprofits) and file a Certificate of Change of Agent form. It’s necessary, of course, that you have already reached an agreement with your new (and willing!) Delaware registered agent because the form requires you to list your new registered agent’s name and Delaware street address.

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