Delaware Business Lawyer Blog

All Delaware corporations are required to have a registered agent located in the State of Delaware. But what happens if the registered agent resigns?

There are 2 kinds of resignations. The first one is referred to as “resignation of registered agent coupled with appointment of successor.” Here, the registered agent resigns and files with the Secretary of State’s office a certificate appointing a successor registered agent. The resigning registered agent has to attach to the certificate a statement signed by the corporation approving the appointment of the new registered agent.

The second kind of resignation is where the registered agent resigns and does not appoint a successor registered agent. Here’s what happens. The registered agent files a certificate of resignation with the Secretary of State. This certificate must contain a statement by the registered agent that he sent a notice of the resignation to the corporation at its last known address. The resignation becomes effective 30 days after the certificate of resignation is filed.

If the corporation fails to appoint a new registered agent within 30 days after the resignation was filed, the Secretary of State will declare the corporation’s charter forfeited. Although there's a procedure for breathing new life into a corporation after its charter is declared forfeited, losing your corporate charter should be something you want to avoid.

If you want to become incorporated in Delaware, you’re not required to have a place of business that’s physically located here. In fact, you’re not even required to do business in Delaware. Instead, what’s required is that you have and maintain what’s called a “registered office” located in the State of Delaware. In addition, the corporation must have a Delaware registered agent who's located at the registered office.

Choosing a Delaware business attorney to act as your Delaware registered agent gives you immediate access to an attorney in Delaware if you should need one.

A Delaware corporation is required to provide to its registered agent the name, business address, and business telephone number of a natural person who is an officer, director, employee, or designated agent of the corporation, who is then authorized to receive communications from the registered agent. Such person is considered the communications contact for the corporation.

The registered agent’s main responsibilities are: (1) to accept service of process and other communications directed to the corporation and forward it to the corporation; (2) to forward to the corporation the annual report required by Delaware law; (3) to be present at the registered office during normal business hours; and (4) to retain (in paper or electronic form) the information concerning the current communications contact for each corporation for which he serves as a registered agent.

As a Delaware business lawyer, I'm often asked whether you need an attorney to form a Delaware corporation or a Delaware limited liability company (LLC). A related question is whether your registered agent should be an attorney.

First, let's start with the fact that every Delaware corporation or Delaware LLC must have a Delaware registered agent. To learn why, and to see what a registered agent does, take a look at my article entitled "Every Delaware Corporation Must Have A Registered Agent."

I'm the first to admit that it's not easy searching the internet for a registered agent in Delaware. Talk about a ton of information. But if you're looking for a registered agent who can offer legal services if and when you need them, then you've come to the right place. In my next artice, I'll talk about the services I provide. In the meantime, feel free to check out my website.