Every Delaware corporation and LLC must keep a registered agent in Delaware, under 8 Del. C. section 132 for corporations and 6 Del. C. section 18-104 for LLCs. The agent can even be the company itself, but it must be generally open or present at a Delaware location to accept service, and it can't work solely through a virtual office or mail forwarding service. An agent serving more than 50 entities is a commercial registered agent with extra duties.
Delaware forms more companies than almost anywhere, most of them run from other states. That puts a lot of weight on the registered agent, and the Delaware Code sets out the agent's duties in some detail. The Division of Corporations also publishes a long list of agents, with a warning worth reading before you pick one. Here's what the law says.
Who can be a Delaware registered agent
For corporations, section 132(a) lists four options. For LLCs, section 18-104(a) lists almost the same:
| Agent | Corporation (8 Del. C. 132) | LLC (6 Del. C. 18-104) |
|---|---|---|
| The company itself | Yes | Yes |
| An individual resident in Delaware | Yes | Yes |
| A domestic corporation, partnership, LLC or statutory trust (other than the company) | Yes | Yes |
| A foreign corporation, LLC, partnership or statutory trust | Yes, and it must be authorized to do business in Delaware | Yes, and it must be authorized to do business in Delaware |
That first row is unusual. Many states don't let a company act as its own agent. Delaware does, but only if the company can meet the presence rules below, which is why companies with no Delaware office rarely do it.
The presence rule and the virtual office ban
Section 132(b) for corporations and section 18-104(e) for LLCs give every agent the same core duties. An agent that's an entity must keep a Delaware business office that's generally open, and an individual agent must be generally present at a designated Delaware location, at sufficiently frequent times to accept service of process. The agent must:
- accept service of process and other communications and forward them to the company
- forward the annual report for a corporation, or the annual tax statement for an LLC, or an electronic notice of it
- follow the Secretary's regulations on verifying the identity of the company's contacts
- if it's a foreign entity, be authorized to do business in Delaware
Both sections then add a hard line: an agent may not perform its duties solely through a virtual office, a mail forwarding service, or both. Virtual office here means working only through the internet or other remote communication. A Delaware mail drop that forwards to an inbox elsewhere doesn't count.
Commercial registered agents
Section 132(c) says any agent serving more than 50 entities is a commercial registered agent and must meet extra qualifications. A natural person must keep a principal residence or principal place of business in Delaware, hold a Delaware business license, and be generally present at a designated Delaware location during normal business hours. An entity must have a Delaware business office generally open during normal business hours, hold a Delaware business license, and have an officer, director or managing agent who's a natural person present there. Agents that share officers and together serve more than 50 entities are counted as commercial too.
The communications contact you must give your agent
Section 132(d) says every Delaware corporation, and every corporation qualified to do business there, must give its agent the name, business address and business phone number of a natural person who's an officer, director, employee or designated agent authorized to receive communications from the agent. If the corporation doesn't, the agent may resign. LLCs have a matching rule, and section 18-104 says that contact information included in an agent's resignation certificate isn't public.
Paperwork piles up fast, so the Wyoming registered agent guide is worth bookmarking.
What the Division of Corporations says about its agent list
The Division of Corporations publishes a list of registered agents alphabetically, but it's clear about what that list is. It says the list is a convenience, that the state makes no representations about the agents on it, and that registered agents aren't regulated by the State of Delaware. It also says the agent must consent to being appointed before the filing is submitted, and that it's the consumer's responsibility to do their own due diligence.
In other words, being on the list isn't an endorsement. Ask how the agent forwards papers, how quickly, and what they'll do when your annual report or tax notice arrives.
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Each state has its own quirks, and our New York registered agent explainer covers another set of them.
When a Delaware LLC agent resigns
Section 18-104(d) lets an LLC's agent resign without naming a successor by filing a certificate of resignation, which doesn't take effect until 30 days after it's filed. The agent must have given the LLC written notice at least 30 days before filing. If the LLC doesn't designate a new agent within 30 days after the certificate is filed, its certificate of formation is canceled, and service of process then goes to the Secretary of State.
For corporations, the Court of Chancery can bar an agent from serving under section 132(f). If that happens and a Delaware corporation doesn't designate a new agent within 30 days of the notice, the Secretary declares its charter forfeited. The yearly filings that keep a company in good standing, including the Delaware franchise tax, are covered in our other guides, and the general registered agent guide compares states.
Frequently asked questions
Can a Delaware LLC be its own registered agent?
Yes. Section 18-104(a) lets an LLC act as its own agent, but it must still keep a Delaware office that's generally open, or a person generally present there, to accept service.
Can a Delaware registered agent use a virtual office?
No. Both 8 Del. C. section 132 and 6 Del. C. section 18-104 say an agent may not perform its duties solely through a virtual office, a mail forwarding service, or both.
What is a commercial registered agent in Delaware?
An agent serving more than 50 entities. Under section 132(c) it must hold a Delaware business license and be present or open at a Delaware location during normal business hours.
Does the State of Delaware regulate registered agents?
The Division of Corporations says registered agents aren't regulated by the State of Delaware and its published list is only a convenience, so you should do your own due diligence.
What happens if a Delaware LLC's agent resigns?
The resignation takes effect 30 days after filing. If the LLC doesn't designate a new agent within 30 days after the certificate is filed, its certificate of formation is canceled.
