At a Glance

Changing your Delaware nonprofit’s registered agent requires filing a Certificate of Change of Registered Agent/Office for Exempt Corporation with the Delaware Division of Corporations (302-739-3073, corp.delaware.gov) for a $5 fee. The process typically takes a few business days for regular processing, though expedited options are available for faster turnaround.

Why Your Nonprofit Needs a Registered Agent

Delaware law requires every entity to maintain a registered agent with a physical street address in Delaware. Your registered agent must be available during normal business hours to receive service of process and official state communications on your nonprofit’s behalf. This requirement applies to all Delaware nonprofit corporations.

A reliable registered agent ensures legal notices reach your organization promptly. Most other government mail and nearly all tax notices go elsewhere, though wage-garnishment notices are the main tax-related exception that may come through your registered agent.

When Should You Change Your Registered Agent?

Several situations may prompt a registered agent change:

• Your current agent is unreliable or unresponsive
• You want to consolidate multiple entities under one registered agent service
• Your nonprofit has moved and you used your own office as the registered agent address
• Your current agent has increased fees significantly
• You’re expanding operations and want a registered agent with nationwide capabilities

Note that simply moving your nonprofit’s office does not require an agent change unless you used your own office as the registered agent address. Additionally, timing is generally not critical—there’s no deadline to file a change unless your old agent continues billing or resigns and leaves your entity without representation.

Steps to Change Your Delaware Registered Agent

Changing your Delaware registered agent involves filing the appropriate form with the Delaware Division of Corporations (302-739-3073, corp.delaware.gov).

Step 1: Internal Authorization

Follow your bylaws for any internal approvals needed. For example, document board authorization if your governing documents require it for registered agent changes. Delaware does not require you to submit a board resolution with the filing, but maintaining proper internal documentation protects your nonprofit’s corporate formalities.

Step 2: Prepare Required Documentation

Prepare and submit the Certificate of Change of Registered Agent/Office for Exempt Corporation. Delaware provides entity-specific forms on its Change of Agent page at corp.delaware.gov/coa09/.

The certificate must include:

• Your organization’s exact legal name as it appears in Delaware’s records
• Your new registered agent’s name and Delaware street address
• Proper signatures as required by the form

We recommend including Delaware’s Filing Cover Memo to help ensure proper routing and faster return of your documents. The cover memo is available at corp.delaware.gov/cvrmemo/.

Step 3: Submit Your Filing

The Delaware Division of Corporations accepts submissions through:

Online submission (recommended):

Use the Document Filing and Certificate Request portal at corp.delaware.gov/document-upload-service-information/. This method typically provides faster processing and immediate confirmation of receipt.

Mail or in-person delivery:

Send to Delaware Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901.

After filing, the Division returns documents by regular USPS mail. You may provide a FedEx or UPS account number for express return delivery if you need faster document return.

Step 4: Pay Required Fees

Delaware’s fee structure for registered agent changes includes:

• Exempt (nonprofit) corporation: $5 filing fee
• Additional pages: $9 per page beyond the first page
• Certified copy (optional): $50

For comparison, most other entity types (corporations, LLCs, partnerships) pay $50 for the same filing. Current fees are always available at corp.delaware.gov/fee/.

Step 5: Choose Processing Speed

Regular processing typically takes several business days, depending on the Division’s current workload. For current processing times, contact the Division before submitting.

Expedited processing options include:

• One-hour service: $1,000 additional (must be received by 9:00 p.m. ET)
• Two-hour service: $500 additional (must be received by 7:00 p.m. ET)
• Same-day service: $100–$200 additional (must be received by 2:00 p.m. ET)
• Next-day service: $50–$100 additional (must be received by 7:00 p.m. ET)

Detailed expedited service information is available at corp.delaware.gov/expserv/.

What Happens After Your Change Is Approved

Once Delaware processes your filing, you’ll receive a filed copy showing the change is official. Consider these important next steps:

Update Your Records

• Update your internal records and nonprofit management systems
• Notify your bank, insurance carriers, and other service providers
• Update any contracts or agreements that reference your old registered agent

Understand Mail Routing

Delaware sends annual franchise tax notices to your registered agent in December for the upcoming year. Verify that your new registered agent will promptly forward these notices and other official communications to you.

Remember that most government mail and nearly all tax notices go directly to your nonprofit’s business address, not through your registered agent. The registered agent primarily receives legal notices and service of process.

Consider Charitable Registration Updates

If your nonprofit is registered for charitable solicitation in Delaware or other states, changing your secretary-of-state registered agent does not automatically update your charitable registration agent. That requires a separate filing with the appropriate charitable registration authority in each state.

Working with a Commercial Registered Agent

Many nonprofits benefit from using a commercial registered agent service rather than serving as their own agent or using an individual. Commercial registered agent services like Labyrinth, Inc. offer several advantages:

• Reliable availability: A nationwide network of offices open during business hours ensures you never miss urgent documents
• Privacy protection: Keeps your personal or office address off public records
• Professional document handling: Experienced staff properly receive and forward legal notices
• Consolidated services: One vendor, one invoice, one portal across multiple states

For nonprofits operating in multiple states, consolidating with one registered agent vendor provides convenience and often cost savings, though it’s not a legal requirement.

Common Misconceptions About Registered Agent Changes

Several myths persist about registered agent changes that can cause unnecessary confusion:

Myth: Moving your nonprofit’s office requires changing your registered agent.
Reality: This is only true if you used your own office address as your registered agent address.

Myth: There are late fees or penalties for changing registered agents.
Reality: Delaware does not impose penalties for making registered agent changes. The only fees are the standard filing fees.

Myth: States penalize nonprofits for having an “unreliable” agent.
Reality: States simply require having a registered agent on record. They don’t monitor or penalize based on agent performance.

Myth: Registered agent changes must be made by a certain deadline.
Reality: Generally, timing is immaterial unless your old agent continues billing or resigns, leaving you without representation.

Conclusion

Changing your Delaware registered agent is a straightforward administrative process. Choose the correct form for your nonprofit entity type, submit it through Delaware’s online portal or by mail, and pay the $5 filing fee. Consider expedited processing if you need faster turnaround.

Keeping your registered agent information current helps ensure you receive time-sensitive legal notices without delay. Whether you choose to serve as your own registered agent, use an individual, or work with a commercial registered agent service, the key is maintaining reliable, consistent representation that meets Delaware’s requirements.

Frequently Asked Questions