New Regulations for Delaware Registered Agents
Delaware recently amended its laws to tighten the requirements on companies seeking to serve as registered agents for entities formed or qualified to do business in the state.
The amendments require a registered agent to maintain a physical office location in Delaware and prohibit out-of-state registered agents from operating solely through a mailbox or service in Delaware that forwards mail to their out-of-state office location. The change is intended to eliminate fly-by-night registered agents from operating only virtually in the state, as such a virtual presence alone undermines the purpose and efficacy of a registered agent in its role.
Delaware Law requires every entity – corporations, partnerships, and LLCs – to appoint a Registered Agent with a physical location in the State of Delaware. A company founder, officer, or other person physically located in Delaware can serve as a company’s registered agent; however, companies commonly select a professional registered agent service provider for that role, particularly as such agents can provide a range of filing and other services that ease a company’s administrative burden in dealing with the State. Registered agents are responsible for accepting service of process on the company’s behalf (e.g., accepting papers commencing a lawsuit or regulatory action), making business entity filings with the State, and providing information for state tax obligations for the entities they represent.
The registered agent’s address serves as a business entity’s “registered office,” giving the State and private parties a location where they can serve paperwork to commence a lawsuit or, in the case of the State, communicate with the company and send tax and other information. The 2025 amendments clarified this point by amending the definition to expressly provide that “registered office” means the office of the registered agent in the State of Delaware. Previously, language in the various business entity statutes was somewhat ambiguous in stating that a company’s “principal office” or “principal place of business” would mean its registered office, unless otherwise stated or required by the relevant context.
Previously, some registered agents were using a mailbox in Delaware or a mail forwarding service to perform their services, lacking a physical location in the State. This undermines the fundamental purpose of the registered agent in serving as a physical location for service of process and other communications. Further, such absent registered agents do not build the sort of relationship with the state and state regulators that established registered agents with a physical location can. The amendments to the Delaware General Corporation Law (the “DGCL”), which were also made to the Delaware LLC and limited partnership laws, state that “[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.” For purposes of that prohibition, “virtual office” means “the performance of duties or functions solely through the internet or solely through other means of remote communication.”
Harvard Business Services, Inc. has maintained its HQ office in Delaware continually since March 2, 1981, giving it a formidable presence in the State. Statistically, Harvard Business Services, Inc. is the registered agent for more than 135,000 Delaware entities. Attorneys and entrepreneurs forming Delaware entities are well served by these amendments.
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