Every business entity formed in Delaware – whether a corporation, LLC, or some other form – is required to have a “registered agent”. A registered agent is a person or business physically located in Delaware that can receive documents and forward them on as necessary.
Why have a registered agent when someone can just send mail to business headquarters? Because Delaware business entities and their managers can be sued in Delaware courts, someone must be present in Delaware to receive “service of process” (that is, typically the complaint along with a summons ordering the defendant to respond). This reduces the risk that a business will intentionally avoid being served and thus having to defend itself in court.
There are many registered agents to choose from; they can be found quickly online and are often very inexpensive. Some registered agents serve hundreds or thousands of businesses.
Once a registered agent has been hired, the business must designate that registered agent on a filing with the Delaware Division of Corporations. A business can change its registered agent anytime by making a filing with the Delaware Division of Corporations noting the change. You can find any Delaware business entity’s registered agent on the Delaware Division of Corporations’ website.
If a business entity fails to maintain a registered agent, then the Delaware Division of Corporations will serve as a fallback registered agent. Eventually the entity’s certificate of incorporation or formation may be canceled, however, making it difficult or impossible for the entity to function legally.
Filed under: Basic Law of Corporations
Delaware Corporate Law Update 