Delaware – General Corporation Law – Registered Office and Registered Agent

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§ 131. |
§ 132. |
§ 133. |
§ 134. |
§ 135. |
§ 136.

Corporations

CHAPTER 1. GENERAL CORPORATION LAW

Subchapter III. Registered Office and Registered Agent

§ 131. Registered office in State; principal office or place of business in State.

(a) Every corporation shall have and
maintain in this State a registered office which may, but need not be,
the same as its place of business.

(b) Whenever the term “corporation’s
principal office or place of business in this State” or “principal
office or place of business of the corporation in this State,” or other
term of like import, is or has been used in a corporation’s certificate
of incorporation, or in any other document, or in any statute, it shall
be deemed to mean and refer to, unless the context indicates otherwise,
the corporation’s registered office required by this section; and it
shall not be necessary for any corporation to amend its certificate of
incorporation or any other document to comply with this section. (8
Del. C. 1953, § 131; 56 Del. Laws, c. 50.)

§ 132. Registered agent in State; resident agent.

(a) Every corporation shall have and maintain in this State a registered agent, which agent may be any of:

(1) The corporation itself;

(2) An individual resident in this State;

(3) A domestic corporation (other than
the corporation itself), a domestic partnership (whether general
(including a limited liability partnership) or limited (including a
limited liability limited partnership)), a domestic limited liability
company or a domestic statutory trust; or

(4) A foreign corporation, a foreign
partnership (whether general (including a limited liability
partnership) or limited (including a limited liability limited
partnership)), a foreign limited liability company or a foreign
statutory trust.

(b) Every registered agent shall:

(1) If an entity, maintain a business
office in this State which is generally open, or if an individual, be
generally present at a designated location in this State, at
sufficiently frequent times to accept service of process and otherwise
perform the functions of a registered agent;

(2) If a foreign entity, be authorized to transact business in this State;

(3) Accept service of process and other
communications directed to the corporations for which it serves as
registered agent and forward same to the corporation to which the
service or communication is directed; and

(4) Forward to the corporations for which
it serves as registered agent the annual report required by § 502 of
this title or an electronic notification of same in a form satisfactory
to the Secretary of State (“Secretary”).

(c) Any registered agent who at any time
serves as registered agent for more than 50 entities (a “commercial
registered agent”), whether domestic or foreign, shall satisfy and
comply with the following qualifications.

(1) A natural person serving as a commercial registered agent shall:

a. Maintain a principal residence or a principal place of business in this State;

b. Maintain a Delaware business license;

c. Be generally present at a designated
location within this State during normal business hours to accept
service of process and otherwise perform the functions of a registered
agent as specified in subsection (b) of this section; and

d. Provide the Secretary upon request
with such information identifying and enabling communication with such
commercial registered agent as the Secretary shall require;

(2) A domestic or foreign corporation, a
domestic or foreign partnership (whether general (including a limited
liability partnership) or limited (including a limited liability
limited partnership)), a domestic or foreign limited liability company,
or a domestic or foreign statutory trust serving as a commercial
registered agent shall:

a. Have a business office within this
State which is generally open during normal business hours to accept
service of process and otherwise perform the functions of a registered
agent as specified in subsection (b) of this section;

b. Maintain a Delaware business license;

c. Have generally present at such office
during normal business hours an officer, director or managing agent who
is a natural person; and

d. Provide the Secretary upon request
with such information identifying and enabling communication with such
commercial registered agent as the Secretary shall require.

(3) For purposes of this subsection and
paragraph (f)(2)a. of this section, a commercial registered agent shall
also include any registered agent which has an officer, director or
managing agent in common with any other registered agent or agents if
such registered agents at any time during such common service as
officer, director or managing agent collectively served as registered
agents for more than 50 entities, whether domestic or foreign.

(d) Every corporation formed under the
laws of this State or qualified to do business in this State shall
provide to its registered agent and update from time to time as
necessary 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 shall be deemed
the communications contact for the corporation. Every registered agent
shall retain (in paper or electronic form) the above information
concerning the current communications contact for each corporation for
which he, she or it serves as a registered agent. If the corporation
fails to provide the registered agent with a current communications
contact, the registered agent may resign as the registered agent for
such corporation pursuant to § 136 of this title.

(e) The Secretary is authorized to issue
such rules and regulations as may be necessary or appropriate to carry
out the enforcement of subsections (b), (c) and (d) of this section,
and to take actions reasonable and necessary to assure registered
agents’ compliance with subsections (b), (c) and (d) of this section.
Such actions may include refusal to file documents submitted by a
registered agent.

(f) Upon application of the Secretary,
the Court of Chancery may enjoin any person or entity from serving as a
registered agent or as an officer, director or managing agent of a
registered agent.

(1) Upon the filing of a complaint by the
Secretary pursuant to this section, the Court may make such orders
respecting such proceeding as it deems appropriate, and may enter such
orders granting interim or final relief as it deems proper under the
circumstances.

(2) Any one or more of the following grounds shall be a sufficient basis to grant an injunction pursuant to this section:

a. With respect to any registered agent
who at any time within 1 year immediately prior to the filing of the
Secretary’s complaint is a commercial registered agent, failure after
notice and warning to comply with the qualifications set forth in
subsection (b) of this section and/or the requirements of subsection
(c) or (d) of this section above;

b. The person serving as a registered
agent, or any person who is an officer, director or managing agent of
an entity registered agent, has been convicted of a felony or any crime
which includes an element of dishonesty or fraud or involves moral
turpitude;

c. The registered agent has engaged in
conduct in connection with acting as a registered agent that is
intended to or likely to deceive or defraud the public.

(3) With respect to any order the court
enters pursuant to this section with respect to an entity that has
acted as a registered agent, the court may also direct such order to
any person who has served as an officer, director, or managing agent of
such registered agent. Any person who, on or after January 1, 2007,
serves as an officer, director, or managing agent of an entity acting
as a registered agent in this State shall be deemed thereby to have
consented to the appointment of such registered agent as agent upon
whom service of process may be made in any action brought pursuant to
this section, and service as an officer, director, or managing agent of
an entity acting as a registered agent in this State shall be a
signification of the consent of such person that any process when so
served shall be of the same legal force and validity as if served upon
such person within this State, and such appointment of the registered
agent shall be irrevocable.

(4) Upon the entry of an order by the
Court enjoining any person or entity from acting as a registered agent,
the Secretary shall mail or deliver notice of such order to each
affected corporation at the address of its principal place of business
as specified in its most recent franchise tax report or other record of
the Secretary. If such corporation is a domestic corporation and fails
to obtain and designate a new registered agent within 30 days after
such notice is given, the Secretary shall declare the charter of such
corporation forfeited. If such corporation is a foreign corporation,
and fails to obtain and designate a new registered agent within 30 days
after such notice is given, the Secretary shall forfeit its
qualification to do business in this State. If the court enjoins a
person or entity from acting as a registered agent as provided in this
section and no new registered agent shall have been obtained and
designated in the time and manner aforesaid, service of legal process
against the corporation for which the registered agent had been acting
shall thereafter be upon the Secretary in accordance with § 321 of this
title. The Court of Chancery may, upon application of the Secretary on
notice to the former registered agent, enter such orders as it deems
appropriate to give the Secretary access to information in the former
registered agent’s possession in order to facilitate communication with
the corporations the former registered agent served.

(g) The Secretary is authorized to make a
list of registered agents available to the public, and to establish
such qualifications and issue such rules and regulations with respect
to such listing as the Secretary deems necessary or appropriate.

(h) Whenever the term “resident agent” or
“resident agent in charge of a corporation’s principal office or place
of business in this State,” or other term of like import which refers
to a corporation’s agent required by statute to be located in this
State, is or has been used in a corporation’s certificate of
incorporation, or in any other document, or in any statute, it shall be
deemed to mean and refer to, unless the context indicates otherwise,
the corporation’s registered agent required by this section; and it
shall not be necessary for any corporation to amend its certificate of
incorporation or any other document to comply with this section. (8
Del. C. 1953, § 132; 56 Del. Laws, c. 50; 70 Del. Laws, c. 186, § 1; 71
Del. Laws, c. 120, § 2; 71 Del. Laws, c. 339, § 10; 73 Del. Laws, c.
329, § 44; 75 Del. Laws, c. 306, §§ 9, 10.)

§ 133. Change of location of registered office; change of registered agent.

Any corporation may, by resolution of its
board of directors, change the location of its registered office in
this State to any other place in this State. By like resolution, the
registered agent of a corporation may be changed to any other person or
corporation including itself. In either such case, the resolution shall
be as detailed in its statement as is required by § 102(a)(2) of this
title. Upon the adoption of such a resolution, a certificate certifying
the change shall be executed, acknowledged, and filed in accordance
with § 103 of this title. (8 Del. C. 1953, § 133; 56 Del. Laws, c. 50;
69 Del. Laws, c. 235, § 4; 70 Del. Laws, c. 587, § 8.)

§ 134. Change of address or name of registered agent.

(a) A registered agent may change the
address of the registered office of the corporation or corporations for
which the agent is a registered agent to another address in this State
by filing with the Secretary of State a certificate, executed and
acknowledged by such registered agent, setting forth the address at
which such registered agent has maintained the registered office for
each of the corporations for which it is a registered agent, and
further certifying to the new address to which each such registered
office will be changed on a given day, and at which new address such
registered agent will thereafter maintain the registered office for
each of the corporations for which it is a registered agent.
Thereafter, or until further change of address, as authorized by law,
the registered office in this State of each of the corporations for
which the agent is a registered agent shall be located at the new
address of the registered agent thereof as given in the certificate.

(b) In the event of a change of name of
any person or corporation acting as registered agent in this State,
such registered agent shall file with the Secretary of State a
certificate, executed and acknowledged by such registered agent,
setting forth the new name of such registered agent, the name of such
registered agent before it was changed, and the address at which such
registered agent has maintained the registered office for each of the
corporations for which it acts as a registered agent. A change of name
of any person or corporation acting as a registered agent as a result
of a merger or consolidation of the registered agent, with or into
another person or corporation which succeeds to its assets by operation
of law, shall be deemed a change of name for purposes of this section.
(8 Del. C. 1953, § 134; 56 Del. Laws, c. 50; 64 Del. Laws, c. 112, § 4;
70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, § 9; 73 Del. Laws, c.
82, §§ 2, 3.)

§ 135. Resignation of registered agent coupled with appointment of successor.

The registered agent of 1 or more
corporations may resign and appoint a successor registered agent by
filing a certificate with the Secretary of State, stating the name and
address of the successor agent, in accordance with § 102(a)(2) of this
title. There shall be attached to such certificate a statement of each
affected corporation ratifying and approving such change of registered
agent. Each such statement shall be executed and acknowledged in
accordance with § 103 of this title. Upon such filing, the successor
registered agent shall become the registered agent of such corporations
as have ratified and approved such substitution and the successor
registered agent’s address, as stated in such certificate, shall become
the address of each such corporation’s registered office in this State.
The Secretary of State shall then issue a certificate that the
successor registered agent has become the registered agent of the
corporations so ratifying and approving such change and setting out the
names of such corporations. (8 Del. C. 1953, § 135; 56 Del. Laws, c.
50; 70 Del. Laws, c. 587, § 10.)

§ 136. Resignation of registered agent not coupled with appointment of successor.

(a) The registered agent of 1 or more
corporations may resign without appointing a successor by filing a
certificate of resignation with the Secretary of State, but such
resignation shall not become effective until 30 days after the
certificate is filed. The certificate shall be executed and
acknowledged by the registered agent, shall contain a statement that
written notice of resignation was given to each affected corporation at
least 30 days prior to the filing of the certificate by mailing or
delivering such notice to the corporation at its address last known to
the registered agent and shall set forth the date of such notice.

(b) After receipt of the notice of the
resignation of its registered agent, provided for in subsection (a) of
this section, the corporation for which such registered agent was
acting shall obtain and designate a new registered agent to take the
place of the registered agent so resigning in the same manner as
provided in § 133 of this title for change of registered agent. If such
corporation, being a corporation of this State, fails to obtain and
designate a new registered agent as aforesaid prior to the expiration
of the period of 30 days after the filing by the registered agent of
the certificate of resignation, the Secretary of State shall declare
the charter of such corporation forfeited. If such corporation, being a
foreign corporation, fails to obtain and designate a new registered
agent as aforesaid prior to the expiration of the period of 30 days
after the filing by the registered agent of the certificate of
resignation, the Secretary of State shall forfeit its authority to do
business in this State.

(c) After the resignation of the
registered agent shall have become effective as provided in this
section and if no new registered agent shall have been obtained and
designated in the time and manner aforesaid, service of legal process
against the corporation for which the resigned registered agent had
been acting shall thereafter be upon the Secretary of State in
accordance with § 321 of this title. (8 Del. C. 1953, § 136; 56 Del.
Laws, c. 50; 56 Del. Laws, c. 186, § 2; 64 Del. Laws, c. 112, § 5; 69
Del. Laws, c. 233, §§ 1-3; 70 Del. Laws, c. 79, §§ 5, 6; 70 Del. Laws,
c. 587, § 11.)

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