A Delaware registered agent (also referred to as a resident agent or statutory agent in some states) can be either a business entity or an individual that agrees to accept service of process and official mail for Delaware corporations, Limited Liability Companies (LLCs), and Limited Partnerships (LP). In accordance with state law, a Delaware registered agent must have a physical street location in the state, where notices of lawsuits or certified mail can be reliably delivered and signed for during regular business hours.
Learn what the registered agent is, their job duties, and the requirements to be one.
Importance Of Having A Registered Agent
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
- Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In Delaware, if the business doesn’t have a registered agent, the state can dissolve the entity.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
Requirements To Be A Registered Agent In Delaware
A registered agent in Delaware can be any resident of the state who is 18 years or older, a registered Delaware domestic business entity, or a foreign business entity authorized to do business in the state. An entity may not be its own agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Delaware. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a Delaware registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours (9am – 5pm).
Common Questions About Delaware Registered Agents
What is the purpose of a registered agent in Delaware?
The primary responsibility of a registered agent in Delaware is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
When documents are accepted, it is the duty of a Delaware registered agent to contact the owners of the business and forward the document to them in a timely manner. This ensures that state courts, as well as the Delaware Division of Corporations, can dependably contact a registered business entity.
How is a registered agent appointed in Delaware?
The appointment of a registered agent is first made in the entity formation documents – Certificate of Formation (LLC) or Articles of Incorporation (corporation) but can be changed at any time.
A Registered Agent can be changed by submitting the Certificate of Change Agent to the Delaware Department of State, Division of Corporations.
What is required of a registered agent in Delaware?
The requirements for an entity to have a registered agent are formed under Delaware Statutes Title 6 § 18-104 (LLC) and Title 8 § 131 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and office within the state.
The agent must generally be present at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
Does Delaware require a registered agent?
A registered agent is required by the Delaware Department of State when filing a business entity such as a corporation, Limited Liability Company, and Limited Partnership.
Sole proprietorships and general partnerships do not need a registered agent.
Should you be your own Delaware registered agent?
While any individual, business owner, LLC member, officer, director, etc., of a business entity that meets the state of Delaware registered agent requirements can be a registered agent.
Provided one of the members or officers lives in Delaware, it is less expensive to act as your own agent rather than hiring a service. While this is the route many businesses take, there are a few reasons to consider hiring a service.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side, and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is always the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Delaware requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a Delaware registered agent service cost?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Can a registered agent be changed in Delaware?
If the registered agent changes, the entity is required to file a change of registered agent.
A Registered Agent can be changed by submitting the Certificate of Change Agent along with the filing fee to the Delaware Division of Corporations, Department of State.