When you registered your company, you filed a founding document with the state. For a Delaware LLC, it is called the certificate of formation. For a Delaware corporation, it is the certificate of incorporation. That document is part of the public record.
The document holds less than most founders assume. A Delaware certificate of formation has to set forth only the company's name, the address of the registered office, the name and address of the registered agent, and anything else the members choose to add (6 Del. C. § 18-201(a)). A corporation's certificate of incorporation holds more, including its authorized shares. When something in the certificate changes, you file an amendment.
The reason this page exists is that the approval path is different for an LLC and a corporation, and it is also different depending on what you are changing.
What the law actually requires
This page describes Delaware law. Other states have their own statutes and their own terms, so check the one you filed in.
For an LLC, 6 Del. C. § 18-202 governs amendments to the certificate of formation. A certificate of amendment takes effect when it is filed with the Secretary of State, unless it names a later effective date. The statute does not require a vote of the members. It only requires the certificate to be signed by one or more authorized persons (6 Del. C. § 18-204). Your LLC agreement can impose its own approval requirements, and it controls internally.
For a corporation, 8 Del. C. § 242 governs amendments to the certificate of incorporation once the company has received payment for stock. The board of directors first adopts a resolution setting forth the amendment and declaring its advisability, then either calls a special meeting of stockholders or directs that the amendment be considered at the next annual meeting. Approval requires a majority of the outstanding stock entitled to vote on the amendment. If the amendment would adversely affect the rights of a class of shares, that class votes separately as a class (§ 242(b)(2)). After stockholders approve, a certificate setting forth the amendment and certifying that it was duly adopted in accordance with § 242 is executed, acknowledged, and filed.
Not every corporate amendment needs a stockholder vote. Under § 242(d)(1), the board may adopt an amendment with no stockholder meeting and no stockholder vote if the amendment only changes the corporate name, or only deletes the original provisions naming the incorporator or the initial directors. A name change is board-only.
Changing a corporation's registered office or registered agent is not a § 242 amendment at all. Under 8 Del. C. § 133, the corporation changes it by resolution of its board of directors, and a certificate of the change is filed under § 103. No stockholder vote.
The board's power to abandon, and what it actually requires
There is one detail people get backwards.
Under § 242(c), the board can abandon a proposed amendment after the stockholders have already approved it. But this is not automatic. The resolution that authorized the amendment has to say so. If the authorizing resolution did not reserve that power, the board does not have it.
The deadline is also not what people assume. The window runs until the filing becomes effective, not until it is filed. Under § 103(d), a filed instrument can name a future effective date up to 90 days out. If the amendment was filed with a delayed effective date, the board can still abandon it after filing, so long as it acts before the amendment becomes effective.
How to amend an LLC's certificate
You prepare a certificate of amendment and file it with Delaware's Division of Corporations. An authorized person signs it. The amendment takes effect on filing unless it names a later effective date.
On fees: Delaware charges a standard filing fee for a certificate of amendment, and a lower fee for an amendment that changes only the registered office or the registered agent. The reduced fee applies only if the document is specifically captioned as a certificate of amendment changing only the registered office or registered agent (6 Del. C. § 18-1105(a)(3)). If you change the agent and the company name in the same filing, the reduced fee does not apply. Amounts change, so check the Division of Corporations fee schedule before you file rather than relying on a number you read somewhere.
Common LLC amendments: changing the company name, changing the registered office or registered agent, and changing anything else the members chose to put in the certificate in the first place.
Things that are not in a Delaware certificate of formation, and therefore are not amended by a state filing: how profits are allocated, who manages the company, how members are admitted. Those live in the LLC agreement. Changing them means amending that agreement, not filing with the state.
How to amend a corporation's certificate
For most amendments, the process runs in this order.
First, the board of directors adopts a resolution setting forth the amendment and declaring its advisability. Record it in the minutes, or in a written consent signed by the directors.
Second, the stockholders vote, unless the amendment is one that § 242(d) exempts. Approval requires a majority of the outstanding stock entitled to vote on it. If the amendment adversely affects the rights of a class, that class also votes separately.
Third, a certificate setting forth the amendment and certifying that it was duly adopted under § 242 is executed and filed. Under § 103(a)(2), any authorized officer may sign it. It does not have to be the president or the secretary. It takes effect on filing unless it names a later effective date.
On fees: a corporation's amendment fee is not a single flat number. Under 8 Del. C. § 391, an amendment that increases authorized capital stock is charged on the increase, so the cost scales with how many shares you add. Check the current fee schedule.
Common corporate amendments: changing the number of authorized shares (stockholder vote), adjusting par value (stockholder vote), and changing the company name (board only, under § 242(d)(1)).
🇺🇸 If you are a U.S. person
You follow the same rules as everyone else.
If your company is an LLC, an authorized person can sign and file the amendment, subject to whatever your LLC agreement requires. If it is a corporation, the board has to approve, and most amendments also need a stockholder vote.
You can prepare the amendment yourself and file it with the state. Many people use a filing service or a lawyer instead. Registered agent companies commonly offer amendment filing.
🌏 If you are not
You follow the same rules as everyone else. Nothing here turns on citizenship or residence.
If your company is an LLC, an authorized person can sign and file the amendment. If it is a corporation, the board has to approve, and most amendments also need a stockholder vote.
You can prepare and file it yourself, or hire someone to do it for you.
LLC vs. corporation — a comparison
| LLC | Corporation | |
|---|---|---|
| Governing section (Delaware) | 6 Del. C. § 18-202 | 8 Del. C. § 242 |
| Approval needed | No member vote required by statute. LLC agreement may require one | Board resolution. Plus stockholder vote for most amendments. Name change is board-only (§ 242(d)(1)) |
| Registered agent change | Certificate of amendment (reduced fee if captioned as agent/office only) | Board resolution under § 133. Not a § 242 amendment. No stockholder vote |
| Fee | See the Delaware fee schedule | See the Delaware fee schedule. Scales with any increase in authorized stock |
| When it takes effect | On filing, unless a later effective date is named | On filing, unless a later effective date is named (up to 90 days out, § 103(d)) |
| Can the approver back out? | N/A — no statutory approval step | Only if the authorizing resolution said the board may abandon. Then the board may abandon until the filing becomes effective |
| Who signs | An authorized person (§ 18-204) | Any authorized officer (§ 103(a)(2)) |
The practical difference: an LLC can change its registered agent with a single filing signed by one authorized person. A corporation needs a board resolution first, though not a stockholder vote.
Common mistakes
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Assuming the amendment was filed because you paid for it. Some filing services prepare amendments but do not promptly submit them. Check the state's record afterward and confirm the change is showing.
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Filing an amendment for something the certificate does not control. The certificate holds the company's basic public facts. It does not govern how the company runs day to day. Profit splits, management, and member admission are governed by the LLC agreement, or by the bylaws for a corporation. Amending those is not a state filing.
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Paying the standard fee when you did not have to, or the reduced fee when you cannot. Delaware's reduced LLC amendment fee applies only when the filing changes nothing but the registered office or agent and is captioned that way. Bundle a name change into it and you lose the reduction.
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Assuming the state checks your paperwork. The certificate you file certifies that the amendment was duly adopted in accordance with § 242. The Division of Corporations takes that certification at face value. An amendment adopted without the vote it required can be filed and still be defective, and the problem surfaces later, usually in diligence.
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Assuming the board can always back out. Under § 242(c), the board may abandon a proposed amendment only if the authorizing resolution provided for it. Reserve that power in the resolution when you adopt it, or you will not have it.
FAQ
What is the official document called?
For a Delaware LLC, it is the "certificate of formation." Some states call it "articles of organization," but Delaware does not. For a Delaware corporation, it is the "certificate of incorporation."
How do I file an amendment to my LLC's certificate?
Prepare a certificate of amendment, have an authorized person sign it, and file it with Delaware's Division of Corporations. It takes effect when filed, unless it names a later effective date. Fees are on the Division of Corporations fee schedule.
Do all members of an LLC have to vote on an amendment?
Delaware's LLC Act does not require a member vote. Section 18-204 only requires an authorized person to sign. Your LLC agreement can require a vote, and if it does, that requirement binds you internally even though the state will not check it.
Can a corporation's board cancel an amendment after approving it?
Only if the resolution authorizing the amendment said the board may abandon it. Where that power was reserved, the board may abandon the amendment even after the stockholders approved, at any time before the filing becomes effective. Because a filing can carry a future effective date, that window can extend past the filing date.
Does a corporation need a shareholder vote to change its registered agent?
No. A Delaware corporation changes its registered office or registered agent by board resolution under 8 Del. C. § 133. It is not an amendment to the certificate of incorporation.
Does a corporation need a shareholder vote to change its name?
No. Under § 242(d)(1), the board may adopt a name-change amendment with no stockholder meeting and no stockholder vote.
How much does an amendment cost?
Delaware publishes the amounts, and they change. Check the Corporate Fee Schedule. Two structural points that do not change: an LLC amendment that changes only the registered office or agent, and is captioned that way, qualifies for a reduced fee; and a corporate amendment that increases authorized stock is priced on the increase rather than at a flat rate.
What happens if a corporation files an amendment without the required stockholder approval?
The filing may well go through, because the state relies on your certification that the amendment was duly adopted. That does not make it valid. A defective amendment can be challenged, and it tends to be found during financing or acquisition diligence, which is the worst time to find it. Get the approval first.