Registered Agents in Delaware: What the Role Means

Many companies are formed in Delaware, including companies whose owners live and work in other states. Every one of those corporations needs a registered agent in Delaware. If you are forming a company, or you already own one, it helps to understand what a registered agent does, what the law requires, and why choosing one carefully matters.

This guide focuses on corporations under the Delaware General Corporation Law. Limited liability companies and other business entities are governed by their own Delaware statutes, so check the rules that apply to your type of entity.

The basic requirement

The rule is in 8 Del. C. § 132, part of Title 8 of the Delaware Code. Subsection (a) says every corporation shall have and maintain a registered agent in Delaware. According to that subsection, the agent may be:

• the corporation itself,
• an individual who lives in Delaware,
• a Delaware business entity, such as a corporation, partnership, limited liability company, or statutory trust (other than the corporation itself), or
• a business entity from another state, if it is authorized to do business in Delaware.

What a registered agent does

Under § 132(b), every registered agent for a corporation must:

• if it is an entity, maintain a business office in Delaware that is generally open, or, if it is an individual, be generally present at a designated location in Delaware, often enough to accept service of process and do the other work of a registered agent,
• accept service of process and other communications directed to the corporation, and forward them to the corporation,
• forward the corporation's annual report, or an electronic notice of it, as required,
• and follow the Secretary of State's regulations on verifying the identity of the people and entities the agent keeps records for.

"Service of process" means the formal delivery of legal papers, such as notice that the company is being sued. This is why the role matters. If a registered agent does not forward a lawsuit, a company may not learn about it in time to respond.

The statute also says that a registered agent may not perform its duties only through a virtual office, a mail forwarding service, or both. In other words, Delaware expects a real physical presence for this job.

The communications contact

Section 132(d) requires every corporation formed in Delaware or qualified to do business there to give its registered agent the name, business address, and business telephone number of a natural person who is authorized to receive communications from the agent. That person is the corporation's communications contact. The corporation must update this information as needed.

If the corporation does not keep a current communications contact on file, the statute allows the registered agent to resign under § 136. Keeping this information current is a simple way to avoid problems.

Commercial registered agents

Section 132(c) sets extra qualifications for "commercial registered agents," which are agents that serve a large number of entities. Those requirements include keeping a Delaware business license and being available, or having a responsible person available, during normal business hours. If you hire a registered agent company, these extra rules may apply to it.

How Delaware lists registered agents

The Delaware Division of Corporations publishes a list of registered agents as a convenience. It is important to read the notice on that page. It says:

• the State of Delaware makes no representations or warranties about the agents on the list,
• registered agents are not regulated by the State of Delaware,
• the legal requirements to be a registered agent are to maintain a street address and office in Delaware and to be open during normal business hours to accept service of process under § 132,
• and consumers are encouraged to research a registered agent before choosing one and to contact the agent before filing.

The Division also says agents on the list must meet its Registered Agent Listing Standards, and it may deny a listing if it finds misleading business practices. Under § 132(f), the Court of Chancery may, on application of the Secretary of State, bar a person or entity from serving as a registered agent.

Choosing a registered agent

Because the state does not vouch for agents, the choice is yours. Practical questions to ask an agent:

• Where is your Delaware office, and what are your hours?
• How quickly do you forward service of process, and by what method?
• How do you notify us about annual reports?
• What information do you need from us for identity verification?
• What happens if we need to change agents later?

Avoid making decisions based only on price or advertising. Read the service agreement before you sign.

When a Delaware business lawyer can help

A registered agent is not a lawyer and does not give legal advice. A business lawyer can help when:

• you are deciding where and how to form a company,
• you are not sure which statute applies to your entity,
• your company has been served with a lawsuit,
• you need to change agents or update company records,
• or your company has fallen out of good standing.

You can browse lawyers in Delaware or read about what business lawyers generally do. Make sure any lawyer you hire is licensed to practice law in the state where you need advice.

For Delaware state agency contacts, see the USAGov state governments page.

Frequently asked questions

Does every Delaware corporation need a registered agent?

Yes. 8 Del. C. § 132(a) says every corporation shall have and maintain a registered agent in Delaware.

Can I be my own registered agent?

The statute allows an individual resident in Delaware to serve, and also allows the corporation itself to serve. Whether that is practical depends on whether you can meet the office and availability requirements.

Does the State of Delaware regulate registered agents?

The Division of Corporations says registered agents are not regulated by the State of Delaware, although the statute sets requirements and the Division has listing standards for agents on its list.

Can a registered agent work only online?

No. Section 132(b)(2) says an agent may not perform its duties solely through a virtual office, a mail forwarding service, or both.

This page is general information, not legal advice. Laws change and every case is different — talk to a licensed attorney about your situation.