At some point you will want to stop using your current registered agent. Maybe you are moving to the state where you registered your company. Maybe your commercial agent raised their fee. Maybe they stopped answering email.
You do not need a lawyer for this. You file a document with the state, the state records it, and the new agent is official. Where people go wrong is assuming there is one procedure. There are two, and which one applies depends on whether your company is a corporation or an LLC.
The examples below are Delaware, because Delaware is where most of these companies are registered. Other states use the same two-track logic but different section numbers and different forms.
What needs to change
Your registered agent is the person or company that accepts legal papers for your business. Nothing requires you to keep the same one for the life of the company. You can change agents whenever you want.
The reason the procedure splits is that the agent is written down in a different place for each entity type. For a corporation, the agent is set by the board and changed by a certificate. For an LLC, the agent is a term of the certificate of formation itself, so changing the agent means amending that certificate.
For a corporation (C-corp or S-corp)
The Delaware General Corporation Law, section 8 Del. C. § 133, is short. It says that a corporation may, "by resolution of its board of directors," change the location of its registered office, and that "by like resolution, the registered agent of a corporation may be changed to any other person or corporation including itself." Once the board adopts the resolution, "a certificate certifying the change shall be executed, acknowledged, and filed" under 8 Del. C. § 103.
Two things follow from that text.
The decision belongs to the board. Not to a shareholder, and not to an officer acting alone. Section 133 requires a resolution of the board of directors, which means the board has to actually act, by vote at a meeting or by written consent under the corporation's own governance rules. A single director signing a piece of paper is not a board resolution unless that director is the entire board. Many small corporations do have a sole director, and in that case one signature is the board acting, but do not assume it.
The corporation can also name itself. Section 133 says the agent may be changed to any person or corporation "including itself," and 8 Del. C. § 132(a)(1) lists "the corporation itself" as an eligible agent. That only works if the corporation maintains a Delaware business office that is generally open, which most out-of-state companies do not.
Here is the sequence:
- Adopt a board resolution identifying the new registered agent and registered office.
- Execute and file the certificate of change with the Delaware Division of Corporations, in accordance with 8 Del. C. § 103.
- Pay the state filing fee. Delaware publishes current amounts on its fee schedule page. Check it rather than relying on a number you read somewhere, including here. Delaware's fees change on August 1, 2026 under House Bill 400, signed May 21, 2026.
- Wait for the state to record the filing. The change is effective when the Division of Corporations accepts it.
For an LLC
An LLC has no board of directors, so there is no board resolution. But the LLC route is not simpler. It is a different filing.
Under 6 Del. C. § 18-201(a)(2), the certificate of formation must set forth "the address of the registered office and the name and address of the registered agent." Your agent is a term of your founding document. To change the agent, you change the document, and you do that by filing a certificate of amendment under 6 Del. C. § 18-202, which states the name of the LLC and the amendment being made.
This is the part that trips people up. Section 18-104 does contain registered agent certificates, and it is easy to assume one of them is yours. They are not. Read who files them:
- § 18-104(b) lets a registered agent change the address of the registered office. The agent files it, for every LLC it represents.
- § 18-104(c) lets a registered agent resign and appoint a successor. The agent files it.
- § 18-104(d) lets a registered agent resign without appointing a successor. The agent files it.
All three are the agent's filings. None of them is the route an LLC uses to dismiss one agent and hire another. That is § 18-202.
The sequence:
- Decide, according to your operating agreement. The statute does not tell you who inside the LLC gets to make this call. Your operating agreement does. If it says only managing members can change the agent, follow your own rules.
- File a certificate of amendment with the Delaware Division of Corporations, setting out the new registered office and registered agent.
- Pay the state filing fee. The corporate certificate of change and the LLC certificate of amendment are different filings with different fees. Check the current fee schedule, and note again that Delaware's fees change on August 1, 2026.
- Wait for the state to record the filing.
The agent you hire has to be a real office
This is worth knowing before you shop for a replacement, because it eliminates a category of vendor that markets itself as if it qualifies.
Delaware sets a floor on what a registered agent is. An entity acting as agent has to maintain a business office in Delaware that is generally open, and an individual acting as agent has to be generally present at a designated location in Delaware, in both cases often enough to accept service of process.
Then both statutes say the same sentence, in the same words. From 8 Del. C. § 132 for corporations, and 6 Del. C. § 18-104 for LLCs:
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.
A virtual office is not a registered agent. A mail forwarding service is not a registered agent. They are separate products that happen to involve an address, and the statute closes the door on treating one as the other. You may well want both, for different reasons. You cannot substitute one for the other.
If you are hiring a commercial agent
If you are hiring a registered agent service, they will usually handle the filing for you. Some file the certificate themselves under a power of attorney they ask you to sign. Others send you the form and expect you to file it. Either way, the company is responsible for making sure the filing actually happens.
Ask two questions before you sign.
First, ask what they forward. Some agents forward only service of process and not routine state notices. If your annual state notice goes to an agent who discards it, you will not find out until the company is already in trouble.
Second, ask who files the change and when. Then confirm it was filed. A commercial agent's confirmation email is not a state record.
Timing, and what a lapse actually costs
The common warning is that any gap in agent coverage instantly kills your company. That is not what the statutes say, and the real rule is more useful, because it tells you how much time you have.
For a corporation, under 8 Del. C. § 136, a resigning agent has to give the corporation at least 30 days' written notice before filing its certificate of resignation. The corporation then has 30 days after that filing to obtain and designate a new agent. If it does not, the Secretary of State declares the charter forfeited.
For an LLC, under 6 Del. C. § 18-104(d), a resigning agent's resignation does not take effect until 30 days after the certificate is filed, and the same 30-day notice to the company applies. If the LLC fails to designate a new agent before that period expires, "the certificate of formation of such limited liability company shall be canceled."
So a one-day gap is not fatal. But the window is short, it starts running on the agent's schedule rather than yours, and the penalty at the end of it is the loss of the entity. Do not let the clock be the thing that reminds you.
What happens after the change
- Your public record updates. Anyone looking up your company in the state's records sees the new agent's name and address.
- The old agent is released. Once the change is recorded, the former agent has no further role. This is why the filing matters and a conversation does not.
- The new agent is the one who receives service. If someone sues your company, the papers go to the agent on file with the state.
- The IRS is not part of this. Your registered agent is a state record. The IRS does not track it and there is no federal form for changing it. The one thing to check is whether the old agent's address was also the business mailing address you gave the IRS. If it was, update that separately on Form 8822-B, which reports a change of business mailing address, business location, or responsible party. A change of responsible party has to be reported within 60 days.
🇺🇸 If the IRS counts you as a U.S. person
You have two options, and the filing is the same either way.
You can appoint a commercial agent. Or you can appoint yourself, but only if you meet the statutory test, and the test is stricter than most people assume. Under 8 Del. C. § 132(a)(2), an individual agent must be "an individual resident in this State," and must be generally present at a designated location in the state often enough to accept service of process. The LLC Act uses the same standard.
The test is residency in the state of registration. Not a street address you can receive mail at, and not the state you happen to live in. If you live in Texas and your company is registered in Delaware, you cannot appoint yourself, because you are not a Delaware resident. You are in the same position as someone living abroad, and you hire an agent.
If you do appoint yourself, the address you file becomes part of the state's public record.
🌏 If it does not
You hire a commercial registered agent. Appointing yourself is not available, because an individual agent has to be a resident of the state of registration and be present there to accept legal papers.
The paperwork is identical to what a U.S. resident files. The difference is that you never have a choice about who the agent is, which makes the two questions above more important, not less. You have no fallback if the agent underperforms, so check what they forward and confirm that filings were made.
Where the two lanes split
| 🇺🇸 If the IRS counts you as a U.S. person | 🌏 If it does not | |
|---|---|---|
| Can you appoint yourself? | Only if you are a resident of the state of registration and can be present there to accept service | No. You cannot satisfy the residency test |
| Can you appoint a commercial agent? | Yes | Yes, and this is your only option |
| The filing itself | Same document, same fee | Same document, same fee |
| If the company is registered in a state you do not live in | You must hire an agent, same as a non-resident | Unchanged |
| Cost | The state filing fee, plus an agent's annual fee unless you act as your own agent | The state filing fee, plus the agent's annual fee, every year |
The split is narrower than it looks. What actually decides self-appointment is state residency, not tax status.
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Telling the old agent verbally that they are fired and assuming it is done. Until the filing is recorded, the old agent is still your legal agent.
- Assuming a street address in the state is enough to appoint yourself. The statute requires residency in the state.
- Appointing yourself without registering that your home address becomes public record.
- Filing the corporate certificate of change for an LLC. An LLC amends its certificate of formation instead.
🌏 If it does not
- Assuming a new commercial agent automatically makes the filing. Some do, some do not. Ask, then confirm the state recorded it.
- Treating a virtual office or mail forwarding service as a registered agent. The statute forbids an agent from operating solely that way.
- Letting the old agent's resignation clock run out. You have 30 days after the agent files its resignation, and then the entity is forfeited or cancelled.
FAQ
How long does it take to change my registered agent?
The change is effective when the Division of Corporations accepts and records your filing. The statutes do not set a turnaround time. How long it takes depends on the filing method and whether you pay for expedited handling, so check the Division of Corporations for current processing options.
Do I need to tell the IRS that my registered agent changed?
Not for the agent itself. The registered agent is a state record and there is no federal form for changing it. But if the old agent's address was the business mailing address the IRS has on file for you, update that with Form 8822-B. The same form is used to report a change of business location or of your responsible party, and a responsible party change must be reported within 60 days.
Can I be my own registered agent and then change to a commercial agent later?
Yes, and the route is the same as any other change. A corporation adopts a board resolution and files the certificate under 8 Del. C. § 133. An LLC files a certificate of amendment under 6 Del. C. § 18-202. The direction of the change does not matter.
What if I want to change my registered office address but keep the same agent?
Usually you do not have to do anything, because your registered office is your agent's address. When a commercial agent moves, the agent files the address change itself for every company it represents, under 6 Del. C. § 18-104(b) for LLCs. If you do need to change the registered office yourself, a corporation uses the same board resolution and certificate under § 133, and an LLC uses the same certificate of amendment, since the registered office is stated in the certificate of formation.
What happens to mail that arrives at the old agent's address after I change?
That depends on the old agent, and many will not forward. Tell them you are leaving and ask what they do with what arrives afterward. Separately, update your address with any vendors or agencies that send you official documents, since they are not reading the state's records.
How much does it cost to change agents?
There is a state filing fee, and it differs between the corporate certificate of change and the LLC certificate of amendment. Check the Delaware Division of Corporations fee schedule for current amounts. Note that Delaware's fees change on August 1, 2026 under House Bill 400. A commercial agent may also charge a setup fee on top of their annual fee, so ask them for a total.
Do I need a lawyer to change my registered agent?
No. The filing is short and the state accepts it directly. What takes attention is picking the right filing for your entity type and not letting a resignation clock run out.