How to Change LLC Address in Delaware | A Step-by-Step Guide

When you form a Limited Liability Company (LLC) in Delaware, you are required to provide a registered office address. This address is the official location where legal documents, such as the service of process, can be delivered. As your business grows, you may find it necessary to change your Delaware LLC’s address for various reasons, such as moving to a larger space, expanding to multiple locations, or simply changing your Registered Agent.

Changing your Delaware LLC address may seem daunting, but it can be simple and straightforward with the right information and guidance. In this article, Webinarcare Editorial Team will walk you through the necessary steps to change your Delaware LLC’s address, ensuring that you remain compliant with Delaware regulations.

What is a Limited Liability Company?

A Limited Liability Company (LLC) is a specific form of a private limited company that combines aspects of partnership and corporate structures. It is a legal form of a company that provides its owners with limited liability. This means the owners are not personally liable for the company’s debts and liabilities beyond their investments in the company.

When it comes to changing the registered address of the LLC, the responsibility typically falls on the managers or members of the LLC, depending on the company’s structure.

The process is often as follows:

1. The LLC must approve the change of address. This may happen at a members’ or managers’ meeting.
2. Once approved, the appropriate form or document to effect the change of address must be filed with the Delaware Secretary of State.
3. The filing often includes a small processing fee. After accepting the filing, Delaware will update the public record with the new address.

In Delaware, the change of registered address can also be related to the address of the LLC’s Registered Agent. A Registered Agent is a person or entity appointed by the LLC to receive legal papers and service of process on its behalf. This is another crucial role in the LLC that might be involved in the address change, especially if the Registered Agent’s address is used as the business’s official address.

It’s important to note that the specifics of this process can vary quite a bit depending on the Delaware LLC’s operating agreement and the specific administrative rules and requirements of Delaware in which the LLC is registered.

Before you change your LLC address, it is advised that you consult with a legal expert. They will be aware of what’s best for you and your business. You can always start an LLC in Delaware, if you wish to protect your personal assets from business debts.

– WEBINARCARE EDITORIAL TEAM

Reasons to Change Delaware LLC Address

Changing the address of an LLC in Delaware can be prompted by several reasons, each distinctive to the business’s circumstances and goals. Here are several common reasons:

1. Relocation of Business: The main reason for changing an LLC address is the relocation of the business. This could be related to business expansion, more space, or moving to a more convenient location.
2. Convenience or Strategy: Sometimes, an LLC might change its primary address for convenience or strategic reasons. For instance, the business might move closer to its customer base or an area with favorable economic benefits.
3. Legal Requirements: If an LLC’s legal or Registered Agent changes its address, the company must also change its registered address since the Registered Agent’s location is where all legal correspondences are sent.
4. Rental Issues: If the tenant agreement — such as a lease — expires or faces problems, it might compel an LLC to change addresses. Landlord disputes can also lead to a change of address.
5. Management Changes: If the management or owner of the business changes and the old address is no longer feasible or relevant for the new management, a change of address becomes necessary.
6. Privacy Concerns: Some LLC owners change their addresses for privacy reasons to separate their personal lives from their business activities.
7. Cost Reduction: Sometimes, a business may change its address to move to a less expensive area to cut costs.
8. Disaster Recovery: In the unfortunate event of a natural disaster or other unforeseen circumstances, such as a fire outbreak or civil disturbance, changing the LLC’s address might be necessary.
9. Image and Branding: The business address can sometimes be part of the company image, particularly if the business is in an industry where location matters. An LLC may change addresses in such cases as part of a rebranding effort.

Remember, if your business operates as an LLC in Delaware, it’s important to update the Delaware Secretary of State or other relevant state agency whenever you change your business address. It helps to keep your business in good standing and to ensure that all official documents, notifications, and legal correspondences reach you or your Registered Agent.

How to Change Delaware LLC Address

To change your Delaware LLC address, you must follow the guidelines that include determining whether you need to change your LLC’s address, update your registered office address, update your principal place of business address, notify the IRS, and inform other relevant parties due to the amendment of your LLC address. 

Step 1: Determine If You Need to Change Your LLC’s Address

Before you begin the process of changing your Delaware LLC’s address, it’s essential to determine whether a change is indeed necessary. In Delaware, there are two primary addresses associated with your LLC:

Registered Office Address

This is the official address where legal documents and official correspondence will be delivered. If you are starting a business in Delaware or changing your Registered Agent, you will need to update this address. Changing your Registered Agent is one of the reasons why you need to change your Delaware LLC address because a Registered Agent should have a primary address in the state your LLC is registered. 

An example is having a Foreign LLC in Delaware; a Registered Agent should have the same address as your registered Foreign LLC.

Principal Place of Business Address

This is where your Delaware business operates. If you are moving your business, expanding to multiple locations, or changing your business structure, you must update this address. 

In some cases, you may need to update both addresses. Be sure to evaluate your specific situation to determine which addresses need to be updated.

Step 2: Update Your Registered Office Address

If you need to change your registered office address in Delaware, you will likely need to file an address change form with the Delaware Secretary of State. Below is an outline of the steps:

Obtain the Appropriate Form

Visit the Delaware Secretary of State‘s website to download the necessary form for changing your Delaware registered office address. This form may be called “Delaware Statement of Change of Registered Office” or something similar.

For you to update the registered office address, you need to have the following;

1. Your Delaware LLC must obtain a Certificate of Good Standing from the Delaware Secretary of State, confirming that it has complied with all filing and tax obligations in the state of Delaware.

2. Your Delaware LLC must conduct a name search on Delaware Division of Corporations Entity Search to ensure that its desired name is available for use in the state of Delaware. However, if you do not wish to file your LLC right away but want to hold the name that you have decided on, then you can reserve your LLC name for 120 days. You must file a name reservation application with the Delaware Secretary of State to keep the name. 

You can register your business under a different legal name if your preferred name isn’t available.  Once you have chosen a name, you can submit an application for Delaware DBA (doing business as). In this manner, you can choose any name you desire for your business. A DBA allows a company to operate under the name of the person or entity who owns it. If you have decided to file for a DBA, you can file it in two methods, by mail and in person.

However, before filing a DBA, you should know that you need to renew your DBA every Indefinite, which costs $25.

3. Your Delaware LLC should prepare and file the Articles of Domestication with the Delaware Secretary of State, providing information about its existing Delaware LLC, its desired Delaware LLC name, and its new registered office address in Delaware.

4. Your Delaware LLC has designated a Registered Agent with a physical address in Delaware and is available during regular business hours to receive legal and official documents on behalf of the LLC.

In Delaware, your Registered Agent must:

• Be a resident of Delaware or a business entity authorized to do business in Delaware
• Have a physical address in Delaware (P.O. boxes are not acceptable)

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business. 

You can serve as your own Registered Agent or appoint a friend, family member or hire the Best Delaware Registered Agent Services.

Complete the Form

Carefully fill out the form, providing all required information, including your Delaware LLC’s name, current registered office address, and new registered office address. You may also be required to provide the name and address of your new Registered Agent if you are changing agents.

Submit the Form

Once the form is completed, please submit it to the Delaware Secretary of State, along with any required filing fees. You can usually submit your form online, by mail, or in person.

The fees in Delaware for this process are as follows:

• Certificate of Good Standing: The fee for obtaining a Certificate of Good Standing from the Delaware Secretary of State is $50 (domestic) or $100 (foreign).

• Articles of Domestication: The filing fee for Articles of Domestication with the Delaware Secretary of State is $200.00 for conversion.

• Dissolution of Delaware LLC: The fee for filing the Delaware Articles of Dissolution with the Delaware Secretary of State is $200.

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Confirm the Change

After submitting your form and other required documents, you should receive a confirmation from the Delaware Secretary of State that your address change has been processed. Keep this confirmation as proof that you have updated your registered office address.

Step 3: Update Your Principal Place of Business Address

If you need to change your Delaware LLC’s principal place of business address in Delaware, you may need to update your business license or other permits, depending on your specific situation. Here are some general steps to follow:

• Contact Local Agencies: Contact the Delaware Secretary of State that issued your business licenses or permits to determine their specific requirements for changing your address. Depending on your business type and location, this may include city, county, or state agencies.
• Keep Records: Retain copies of any updated Delaware licenses, permits, or other documents as proof that you have changed your principal place of business address. This may be necessary for future filings, audits, or compliance requirements.
• Update your Licenses and Permits: Follow the instructions provided by the Delaware Secretary of State to update your business licenses and permits with your new principal place of business address. 

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Step 4: Notify the IRS of Your Address Change

In addition to updating your Delaware LLC’s address with the Delaware Secretary of State and local agencies, you should also notify the Internal Revenue Service (IRS) of your address change. To do this, follow these steps:

• Complete Form 8822-B: Download and complete IRS Form 8822-B, “Change of Address or Responsible Party – Business.” This form informs the IRS of your LLC’s new address.
• Mail the Form: Mail the completed Form 8822-B to the IRS at the address specified in the form’s instructions. There is no filing fee associated with this form.
• Update your EIN: If your Delaware LLC has an Employer Identification Number (EIN), you should also update the address associated with your EIN by contacting the IRS via phone, mail, or fax. The specific contact information and instructions can be found on the IRS website.

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Step 5: Inform Other Relevant Parties of Your Address Change

To ensure that your Delaware LLC remains in good standing and that you continue to receive important correspondence, you should also inform the following parties of your address change:

• Banks and financial institutions
• Vendors and suppliers
• Customers and clients
• Utility providers
• Delaware Insurance companies
• Relevant industry associations or organizations

Update the Certificate of Formation

When changing the address of your LLC in Delaware, one of the pertinent requirements could be updating your Certificate of Formation, which is the document initially filed to establish your business entity officially.

The Certificate of Formation includes various pieces of information about the LLC, such as its name, primary place of business, and Registered Agent information. When you change the business address, it’s critical to ensure that the details on the Certificate of Formation reflect this modification.

The process usually involves the following steps:

1. Obtain the Proper Form: The LLC must get the right form to amend the Certificate of Formation in Delaware. This information is typically available on the state’s Secretary of State website or other relevant state agencies.
2. Complete the Form: Fill out the form according to the instructions provided.
3. Submit and Pay Fees: Once the form is completed, submit it to the Delaware Secretary of State, along with any necessary filing fees. The fee for the amendment is $90.
4. Record Keeping: Keep a copy of the amendment or change of address form for the company’s records.

Remember that the process and requirements for changing an LLC address may vary based on the regulations in Delaware, so it’s always a good idea to consult with a professional or refer to the Delaware Secretary of State website for accurate information.

Advantages of Changing Delaware LLC Address

Changing the address of an LLC in Delaware could bring several advantages, depending on the specific circumstances and reasons behind the move:

• Business Growth and Expansion: If the change of address is due to the need for more space, the LLC is growing and expanding, which is a positive outcome.
• Access to Resources: Moving to a new location could provide better access to essential resources, such as proximity to suppliers, customers, or a skilled labor pool, enhancing the company’s operation and potential profitability.
• Strategic Benefits: The LLC might move to an advantageous business environment with strategic benefits such as a more favorable regulatory climate, lower taxes, or business-friendly policies.
• Improved Professional Image: Moving to a prestigious business district or a well-known commercial area could enhance the professional image of the LLC and make it more attractive to clients or investors.
• Lower Operating Costs: Changing the address could lower costs if the new location has cheaper rent, utility, or other operational expenses.
• Improved Work Environment: A new address could mean a better work environment for employees, boosting morale, productivity, and, ultimately, the bottom line.
• Enhanced Privacy: If an LLC owner uses a home address as the registered address, moving to a new, separate business address can help maintain privacy and separate personal life from business matters.

While these potential benefits can be compelling, it’s important to remember that changing an LLC’s address also involves informing the relevant government bodies in Delaware, updating business contacts, and possibly revising marketing materials. LLC owners should factor these considerations into their decision-making process.

Can Form 882-B Be Used to Change the LLC Name? 

Form 8822-B, titled “Change of Address or Responsible Party — Business,” informs the Internal Revenue Service (IRS) of an address change for a business or a change in the responsible party. It cannot be used to change the name of an LLC.

To change the name of Delaware LLC, you must follow the appropriate process in the state where your LLC is registered. This typically involves filing Articles of Amendment or a similar document with the Delaware Secretary of State. After the name change has been approved at the state level, you should inform the IRS by following the instructions on your tax return or by sending a signed letter to the IRS office where you filed your return.

FAQs

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Conclusion

Changing your LLC’s address in Delaware can be relatively simple if you follow the above steps. By updating your registered office and principal place of business addresses, notifying the IRS, and informing other relevant parties, you can ensure that your LLC remains compliant with Delaware regulations and continues to operate smoothly.

Remember to keep records of all address changes and any updated licenses, permits, or other documents, as these may be necessary for future filings, audits, or other compliance requirements. And as always, consult with a legal or business professional if you have any questions or concerns about your situation.