How to Amend a Delaware Certificate of Organization

Owning a business is an exciting venture. Over time, though, you may find that your business grows and its information changes. If you want to make to your business’s legal structure, you’ll need to file a Delaware limited liability company (LLC) amendment. Not sure how to file an amendment to your Delaware Certificate of Formation? Read on to learn more about the process and how we can help.

Step 1:  Determine if you need to amend your Delaware Certificate of Formation

In order to legally form an LLC, a business needs to file a Certificate of Formation with the Delaware Secretary of State. A Delaware Certificate of Formation includes:

• The name of the organization
• Type of business entity (LLC)
• The name and address of the registered agent
• Organization’s registered office
• Authorized representative signature
• A cover letter with your name, address, and telephone or fax number

Filing a Certificate of Formation entitles the business to the legal and state benefits of its entity. This can help your organization obtain business licenses, sign contracts, and gain funding. If all goes well, your business will grow over time. This also likely means that some of its information will change. Should you need to change, update, or add any information relating to your original Certificate of Formation, you’ll need to inform the state.

Need help forming your LLC first? Check out our Delaware LLC formation service.

Step 2: Identify what to change in your Delaware Certificate of Formation

You can file a Certificate of Amendment with the Delaware Division of Corporations. Any of the following changes can be reported:

• Entity name change
• The name of your registered agent
• The address of your registered agent
• Change in registered office

Why?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Delaware, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

If your Certificate of Formation isn’t accurately updated, then you may not be able to access a Certificate of Good Standing (CGS), known in Delaware as a Certificate of Status. This is a legal document from the state that proves that your business is in compliance with state regulations. It is often necessary for important business functions that require proof of your business’s legal status, such as fundraising from investors and lenders. States usually require a recent CGS or its equivalent if you want to do business there as a foreign (out-of-state) entity. Keep your business compliant so that you don’t miss out on any opportunities for growth.

Step 3: Gather information for filing your Delaware amendment 

You must file a Certificate of Amendment with the Delaware Division of Corporations. Any of the following changes can be reported:

• Entity name change
• The name of your registered agent
• The address of your registered agent
• Change in registered office

Step 4: File your Delaware LLC amendment

The form for LLCs is called a Certificate of Amendment, and you can request one by mail or online. After you pay the appropriate fee, you’ll receive a stamped “filed” copy of your filing. You may request a certified copy for an additional fee as well. In order to file a Certificate of Amendment, you’ll need to provide a few details about the organization. This includes:

• The name of the LLC
• The requested amendment
• A witness signature and date of witness
• The signature of an authorized person (usually a member or partner of the LLC)

When describing the requested amendments, be sure to be as specific as possible. Your filing may be rejected if it has any discrepancies or errors, which means that you’ll have to pay for additional amendment filings. ZenBusiness can help to ensure the accuracy of your filing with our Worry-Free Compliance service.

Delaware Certificate of Amendment vs. Statement of Correction

Should your original Certificate of Formation be filed with mistakes in it, you have the option to instead file a Certificate of Correction. Filing a Certificate of Amendment is for informing the state of changes, while the Certificate of Correction is intended to inform and correct any errors of the original filing of the Certificate of Formation. The Delaware Division of Corporations provides a template for the filing, which includes the following information:

• The name of the LLC
• The certificate type and date of the original filing
• Description of inaccuracy or defect of the original filing
• The corrections to the original filing
• Witness signature and date
• Authorized person signature

Let us help you form and maintain your Delaware business

Making sure your Certificate of Formation or Incorporation is updated is a big part of keeping your business compliant with Delaware state law. If this sounds overwhelming, we are here to help. We can help you stay state-compliant by amending or correcting your Certificate of Formation as needed. Consider using our amendment service for your business needs. You can also take advantage of our Worry-Free Compliance service, which includes two amendments annually as well as many other tools and services to help keep your Delaware business running smoothly.