When you form a corporation or LLC in Delaware, you’ll need to have a Registered Agent. If the term is new to you, you probably have questions about what a Delaware Registered Agent is and their role. Here’s what you need to know.
First, What Is a Registered Agent?
A Registered Agent is an person or business in the state of incorporation designated to receive a company’s Service of Process (Summons and Complaint in a lawsuit) on behalf of the company. They also forward official state correspondence, such as tax notices. This agent must be located, and available, at the provided address in that state. A Registered Agent is required for a company to remain in existence.
What Does a Delaware Registered Agent Do?
A Delaware Registered Agent has several important roles for a company.
Role 1: Physical Presence in Delaware
The first and main role of your Delaware Registered Agent is to establish a presence for the business in Delaware. This is a legal address for limited purposes. It is a “physical presence” in the state of incorporation for the purpose of “Service of Process”. This is the primary role of the Registered Agent. Individuals are generally not well-suited to act in this capacity. Although it is possible to use a residential address for an agent, it is not ideal to list your residence as the address on file with the state. You may ask, “Why?”, and the answer is because that person would need to be generally available during business hours in case your company is sued. Additionally, having a publicly listed residential address is undesirable for many professions. For example, landlords usually do not want tenants to have access to their home address. Therefore, it is best to use a Commercial Delaware Registered Agent.
Roles 2: Providing Services Between Customer and State
A Delaware Commercial Registered Agent must be a business address that provides services between the Secretary of State and the customer, such as filing amendments and obtaining Good Standing Certificates and communicating the need to pay the annual maintenance fees and filings with the Delaware Secretary of State. This is the second job of the agent, to provide services to the companies for which it serves as agent.
Role 3: Contact Person for Company
The third role of the Delaware Commercial Registered Agent is to be a custodian of the “contact person” for your company. In other words, since the name of your owners and agents are not on initial filings with the Division of Corporations of the Secretary of State of Delaware, it is up to the Delaware Registered Agent to maintain that contact information. This is required by statute. This information is not a public record, but can be obtained through subpoena and through other legal means. The contact person on record with the Delaware Commercial Registered Agent is not generally available to the public.
The reason to keep updated the correct address of the contact person for your company is because of what can go wrong if your company is sued and you are not provided with notice of the lawsuit. The Registered Agent receives and forwards lawsuits (called “Service of Process”) to the contact person it has on record at its “last known address”. Failure to respond to a lawsuit (also known as “Service of Process” in the form of a “summons” and “complaint”) in a timely manner will result in a judgment by default and financial liability or more against the company. Therefore, it is important to choose your Registered Agent on the basis of reliability in addition to low cost.
The role of the Delaware Registered Agent often starts at the moment of incorporation, where a Delaware office is named. Typically, this office is the same as the incorporation service you have chosen for the formation process. The role of an incorporation service and the role of an agent are different. The incorporation service is merely the conduit that gets the company started. Conversely, the Registered Agent has the ongoing role for the life of the company, even if mostly disconnected to the underlying business.
You have the opportunity to name a Delaware Commercial Registered Agent in new company formation filings during the incorporation process or you can later change the Registered Agent for your company.
Most incorporation services almost “give away” their incorporation services just to get named to be the agent. In other cases, where the agent has the lowest price for Registered Agent fees, they often charge outrageous fees to incorporate or provide other additional services to make up the difference. Therefore, when finding value in a quality Registered Agent, it is important to look at start-up cost and maintenance cost and that is where IncNow excels. Learn more about what a Registered Agent does if you have questions.
Name IncNow as Your Registered Agent
IncNow would like to be your Delaware Commercial Registered Agent. If named at the time of incorporating, typically one of the attorneys who manage the business will sign your Certificate of Incorporation as the Incorporator or your Delaware LLC’s Certificate of Formation as the Organizer.
If you have any questions about changing your Registered Agent to IncNow or have questions about our agent services, please give us a call or send us an email. We look forward to assisting you.