Choosing and changing a Delaware registered agent

The code allows an individual resident of Delaware, a Delaware entity of almost any type, or a foreign entity other than the LLC itself that has a Delaware business office. The business office must be the same as the registered office, and the registered office need not be somewhere the LLC does business (6 Del. C. 18-904(b)(1)). The Division adds that the agent's address must be a physical street address inside Delaware, and that a business physically located in Delaware may act as its own agent. For a foreign LLC that has no Delaware presence, that points to a commercial agent or a Delaware resident.

When an agent resigns without naming a successor, the resignation takes effect 30 days after it is filed, and the agent must have given the LLC written notice at least that long before. If the LLC has not named a new agent by the end of the period, the code says it may not do business in Delaware and the registration is cancelled, and process is then served on the Secretary of State (6 Del. C. 18-904(e)). Treat any resignation notice as an urgent item.

Ask whether the agent will forward the Division's annual tax statement and any service of process by email as well as post, and how fast. Ask what it charges each year and what it charges to resign or to be replaced. Ask how much notice it gives before resigning, since a resignation without a successor takes effect 30 days after filing. And ask for the registered office address in writing, because article 4 needs it exactly.