Delaware · Division of Corporations
Delaware requires a street-address agent. A virtual office alone is not enough.
Formation checkouts still sell a Delaware “business address” as if any mail drop will do. The Limited Liability Company Act and the Division FAQ say otherwise: a registered office in this state, a registered agent with a physical street address, and no duties performed solely through a virtual office or mail forwarder.
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What the Division FAQ and §18-104 say
| Item | Published rule |
|---|---|
| Registered office + agent | §18-104(a): every LLC shall have and maintain in Delaware a registered office (which may but need not be its place of business) and a registered agent for service of process whose business office is identical with that registered office. |
| Physical street address | Division FAQ: the registered agent must have a physical street address in Delaware. How-to-form page: same sentence. If the business is physically located in Delaware, it may act as its own registered agent. |
| Address fields on file | §18-104(k): the address of a registered agent or registered office in any certificate of formation or other filing shall include the street, number, city, and postal code. |
| Who may serve | §18-104(a)(2) / FAQ: the LLC itself; an individual resident in Delaware; a domestic LLC, corporation, partnership (including LLP/LP/LLLP), or statutory trust; or a foreign corporation, LLP, LP (including LLLP), LLC, or statutory trust authorized to transact business here. |
| Presence / hours | FAQ and §18-104(e)(1): generally present (individual) or generally open (entity) at the designated Delaware location at sufficiently frequent times to accept service of process and perform agent functions. Commercial agents (more than 50 entities) have additional §18-104(f) rules. |
| Virtual office / mail forwarding | §18-104(e)(2): a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. “Virtual office” means duties performed solely through the internet or other remote communication. |
Fees and annual tax we can put in a table
| Instrument | Fee | Note |
|---|---|---|
| Change only RA / registered office | $50 | §18-1105(a)(11): instrument that only changes the registered office or registered agent, specifically captioned as a certificate of amendment changing only those items. Division LLC change-of-agent form is on the coa09 list. |
| Certificate of amendment (general) | $180 | §18-1105(a)(3): certificate of amendment under §18-202 (and related amendment instruments listed there). Use this when the filing is not limited to RA/office. |
| Agent-filed office / name change | $200 | §18-1105(a)(2) for a certificate under §18-104(b) (agent changes the registered-office address, or files a name change as registered agent). |
| Annual tax (LLC) | $400 | §18-1107(b); Division tax instructions: flat $400, due on or before June 1 for the prior year. No annual report for LLCs. Late: $200 penalty + 1.5%/month (Division instructions). |
What this page does not do
It does not quote the entire Limited Liability Company Act, does not price same-day or one-hour expedites, and does not tell you which commercial agent to hire from the Division’s public list. Change filing compared with TX/FL/CA/WY/NY: change of agent.
Questions
Does a Delaware LLC need a registered agent in Delaware?
Yes. 6 Del. C. §18-104(a) requires every LLC to have and maintain in Delaware a registered office and a registered agent whose business office is identical with that registered office. The Division of Corporations FAQ says every entity must appoint a registered agent with a physical office address in Delaware; if the entity is not physically located in Delaware, it must appoint one.
Can a Delaware registered agent use a virtual office or mail-forwarding address?
Not as the sole method. §18-104(e)(2) says a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. “Virtual office” means performing duties solely through the internet or other remote communication. The FAQ also requires a physical street address in Delaware.
How much is a Delaware change of registered agent for an LLC?
Under §18-1105(a)(11), filing an instrument that only changes the registered office or registered agent, specifically captioned as a certificate of amendment changing only those items, is $50. A general certificate of amendment under §18-1105(a)(3) is $180. Division forms for change of agent are listed at corp.delaware.gov/coa09/.
What is the Delaware LLC annual tax?
§18-1107(b) and the Division’s LLC/LP/GP tax instructions both state $400 per year. It is due on or before June 1 for the prior calendar year. LLCs do not file an annual franchise-tax report; they pay the flat tax. Late payment adds a $200 penalty plus 1.5% interest per month on tax and penalty (Division instructions).
Sources
Official vendor, secretary of state, or statute pages. Third-party “best of” lists were not used. Retrieval dates are on each row.
- Delaware Division of Corporations — FAQs regarding registered agents (physical street address) Retrieved 2026-09-02.
- Delaware Division of Corporations — how to form (registered agent must have physical street address) Retrieved 2026-09-02.
- Delaware Division of Corporations — change of agent forms for entities (LLC) Retrieved 2026-09-02.
- Delaware Division of Corporations — LLC/LP/GP tax instructions (annual tax $400, due June 1) Retrieved 2026-09-02.
- 6 Del. C. §18-104 (registered office; registered agent; virtual office / mail forwarding ban) Retrieved 2026-09-02.
- 6 Del. C. §18-1105 (fees: change-only RA/office $50; certificate of amendment $180; §18-104(b) $200) Retrieved 2026-09-02.
- 6 Del. C. §18-1107 (LLC annual tax $400; due June 1) Retrieved 2026-09-02.