Delaware nonprofit organizations will likely need to appoint and retain a registered agent.
A registered agent receives all official paperwork from the State of Delaware, they also receive any service of process a business may be served in a lawsuit.
Choosing a registered agent for your 501(c)(3) nonprofit is the second step in our complete guide, How to Start a Nonprofit in Delaware.
Check out our other guides for a look at How to Start a Nonprofit Organization or How to Choose a Registered Agent in other states.
Recommended: Start your nonprofit with Northwest for just $29 + state fees
- Formation and FREE registered agent services for your first year
- Best privacy protection and customer service
What Is a Delaware Registered Agent?
Subchapter III of the Delaware General Corporation law, Section 132, defines registered agents in the following way:
(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 limited liability partnership, a foreign limited partnership, a foreign limited liability limited partnership, a foreign limited liability company or a foreign statutory trust.
(b) Every registered agent for a domestic corporation or a foreign corporation 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;
(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”); and
(5) Satisfy and adhere to regulations established by the Secretary regarding the verification of both the identity of the entity’s contacts and individuals for which the registered agent maintains a record for the reduction of risk of unlawful business purposes.
Putting It Into Practice
A registered agent is a professional who will serve as your organization’s representative to the Delaware Division of Corporations while you operate your business. Some states refer to registered agents as resident agents, statutory agents, or service of process agents.
Your registered agent typically will receive correspondence, such as compliance information and tax notifications, on behalf of your organization. Registered agents also are in charge of accepting service of process documents. This simply means your registered agent will accept the legal summons and documents on your nonprofit’s behalf in the event someone sues your nonprofit.
In Delaware, the requirements for registered agents include:
- They may be domestic or foreign individuals or business entities.
- Individuals must be Delaware residents that are at least 18 years of age.
- Business entities must be registered to operate in Delaware.
- They must have a physical address (not just a P.O. box) in Delaware.
- They must always be available at said physical address during regular business hours.
Can I Be My Own Registered Agent in Delaware?
Any individual can serve as your nonprofit’s registered agent as long as they meet the requirements listed above. You may choose to act as your nonprofit’s registered agent; you may also select a member of your board of directors or a reliable friend.
If you choose to act as your organization’s registered agent, you must understand the importance of this position. If you miss a filing deadline or lose a document, you could put your nonprofit’s compliance status at risk and the Division of Corporations could revoke your nonprofit’s corporation status.
Many nonprofits and other businesses choose to hire a professional registered agent service to ensure their organization remains in compliance at all times.
Should My Nonprofit Use a Delaware Registered Agent Service?
Before you decide to hire a Delaware registered agent service, be sure to consider the advantages and disadvantages of this approach.
Advantages
You might consider hiring a registered agent service for your nonprofit organization for several reasons. Specifically, this approach can:
- Save You Time: When you first start your Delaware nonprofit, you need to focus on doing everything you can to make it successful. Hiring a professional registered agent service will allow you to focus on what’s important while the registered agent takes care of all incoming mail and official notices. In addition, they’ll often remind you of upcoming important filings or deadlines.
- Protect Your Personal Privacy and Your Business’s Reputation: Unfortunately, at some point in time, your organization may face a lawsuit. When you hire a professional registered agent service, all service of process notices will be delivered to a business address. If you act as your own registered agent, law enforcement agents could deliver these notices to your home or your place of work, depending on the address on file.
In addition to protecting your privacy and your business’s reputation, registered agent services are accustomed to receiving and properly handling this legal paperwork. This will help ensure your organization doesn’t lose a lawsuit on a technicality because you forgot to file something on time or you mishandled something due to not knowing how the legal system works. - Ensure Prompt Handling of Your Business Mail: Because a registered agent service’s primary job is to serve as a registered agent for a number of organizations, you can be sure they’ll address any mail they receive promptly. In addition, they’ll be available during their normal business hours to answer any questions you might have about these documents.
- Keep Your Nonprofit Compliant: You must ensure your nonprofit remains compliant with the requirements set forth by the State of Delaware and the federal government (if you successfully apply for 501(c)(3) status). Hiring a registered agent service will help ensure you don’t miss a single filing.
- Offer Convenience: Registered agents are required to be present at their listed address during business hours. That means hiring a registered agent service will allow you to take off work as needed and choose a flexible working schedule if desired.
- Provide National Support: If you think you may want to grow your organization nationally, choose a national registered agent service so it can continue to support you as your business grows.
Disadvantages
The only disadvantage of hiring a registered agent service is that it costs money, whereas you could act as your own registered agent for free.
Do I Need to Hire a Professional Registered Agent Service?
While hiring a professional registered agent service can be a great idea for several reasons, it becomes essential in some situations. If you answer “yes” to any of the following questions, you should hire a registered agent service for your nonprofit.
- Does your nonprofit keep irregular business hours? As previously noted, your nonprofit’s registered agent must be available at their listed address during standard business hours. If your nonprofit’s operating hours fall outside the standard 9-to-5, you’ll need to hire a registered agent service.
- Do you live out of state? Your nonprofit’s registered agent must be a resident of the state in which your nonprofit is incorporated. If you’re not a Delaware resident, you’ll need to hire a Delaware registered agent to represent your nonprofit.
- Is your nonprofit located in multiple states — or will it be in the future? If your nonprofit currently operates in multiple states — or has plans to do so — you must appoint a registered agent in every state in which it will operate. Because you obviously can’t be in two places at once, it’s essential that you hire a registered agent service.
- Will you operate without a physical address? If you plan to solely operate your nonprofit online, or without a physical address, you won’t have a business address to list on your Certificate of Incorporation and other important legal documents. By hiring a professional registered agent service, you can list their agency’s physical address on all documents.
How Do I Choose a Registered Agent in Delaware?
You must select a registered agent for your Delaware nonprofit when you file your nonprofit’s Certificate of Incorporation. The Certificate of Incorporation is the primary nonprofit formation document in Delaware.
Nominating a Registered Agent Online or by Mail
To form your Delaware nonprofit, download the Certificate of Incorporation and use it as a guide to draft your organization’s Certificate of Incorporation. You will list your registered agent’s name and contact details within this document.
There are two ways to submit your Certificate of Incorporation to the Delaware Division of Corporations: you may file by mail, or you can upload a PDF copy to Delaware’s eCorp Business Services website. You must submit the $89 filing fee (plus $9 for each additional page) along with both filing options.
How Do I Change My Nonprofit’s Registered Agent in Delaware?
The General Corporation Law, Section 133, mandates the following for any change of registered agent by the nonprofit:
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.
Putting It Into Practice
To legally change your Delaware nonprofit’s registered agent, simply fill out a Certificate of Change of Registered Agent/Office form and submit it online or by mail to the Delaware Division of Corporations along with the $5 filing fee.
Conclusion
When working in a nonprofit environment, you have more important things to focus on than checking the mail, filing legal documents, and worrying about remembering compliance deadlines. That’s what a registered agent can do for you. When you hire a professional registered agent service, you can leave these tasks in their capable hands and truly focus on what matters most to your organization.
Frequently Asked Questions
Who can serve as a nonprofit’s registered agent?
In the state of Delaware, anyone 18 and over may serve as your nonprofit’s registered agent as long as they’re a state resident and available at their listed address during standard business hours during the week. We do, however, recommend all nonprofits use a registered agent service.
How much does a Delaware nonprofit registered agent cost?
Although using a registered agent service can cost your nonprofit between $50 and $300 per year, it will save you time, money, and stress in the long run.
How much does it cost to change my nonprofit’s registered agent?
Changing your Delaware nonprofit’s registered agent with the Division of Corporations costs $5.
What is a statutory agent?
A statutory agent is another name for a registered agent.
What is a resident agent?
A resident agent is another name for a registered agent.
What is a service of process agent?
A service of process agent is another name for a registered agent.
What does service of process mean?
Service of process simply means receiving legal documents, such as a court summons. A court summons is a document that requires a representative of your organization to appear before a judge because of a pending lawsuit.
What is the difference between a commercial registered agent and a noncommercial registered agent?
Most states require nonprofit owners to provide their nonprofit’s registered agent’s name and address when forming your nonprofit. In some states, you will be asked whether you are electing a commercial or noncommercial registered agent. Some states refer to professional registered agents as commercial agents and individual agents as noncommercial.