Board Resolution: Change of Registered Office or Agent
(DE Corporation)

Summary

These board resolution clauses: change of registered agent may be used by a Delaware corporation that is changing its registered office or registered agent pursuant to Del. Code Ann. tit. 8, § 133. These clauses include practical guidance and drafting notes. Every Delaware corporation and foreign corporation doing business in the state must have a registered agent, which may be the corporation itself if it has an office in the state. Del. Code Ann. tit. 8, § 132. A registered agent serves as an agent for service of process for any litigation proceedings in the state. The registered agent will receive government notices for franchise taxes and annual reports. There are many registered agent service providers. The Delaware Division of Corporations keeps a list of registered agent service providers on their website. Delaware corporations must list a registered office and registered agent (an individual) in their certificate of incorporation. If a corporation changes its registered office or registered agent, Section 133 does allow a corporation to change its registered agent by filing a Certificate of Amendment of its certificate of incorporation; however, that would necessitate the administrative costs of gathering the needed shareholder approval. The benefit of using a certificate of change of registered agent or office is that the corporation need not certify that it received shareholder approval for the change; rather, the corporation need only certify that the board of directors adopted the change. For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE). For more information, see Entity Maintenance and Amendments (DE Corporation). See also Certificate of Change of Registered Agent or Office (DE Corporation) that may be filed with the Delaware Division of Corporations pursuant to Section 133.