Delaware

Every corporation must maintain a registered agent, which may be: the corporation itself, an individual resident of Delaware, a domestic entity, or a foreign entity (which must be authorized to transact business in Delaware). The agent must be generally present (individual) or keep a generally open business office (entity) at the registered office frequently enough to accept service, and may NOT operate solely through a virtual office or mail-forwarding service (§ 132(b)(2)). Agents serving more than 50 entities are 'commercial registered agents' with extra requirements (Delaware business license, normal-business-hours presence, § 132(c)). The LLC Act is parallel: the LLC itself, a Delaware-resident individual, or a domestic/foreign entity (6 Del. C. § 18-104(a)(2)).

Consent required: no.

If process cannot with due diligence be served on any officer, director or the registered agent (or at the registered office/place of business), it may be served on the Secretary of State, which is as effectual as personal service; the SOS forwards it to the corporation by mail/courier with delivery receipt, and the plaintiff pays the SOS $50 (taxed as costs if the plaintiff prevails). The same mechanism applies after an unreplaced agent resignation (§ 136(c)) and while an annual-report default continues or when the agent dies, resigns, refuses to act, leaves the state or cannot be found (§ 502(d)). LLCs: identical fallback with the same $50 fee (6 Del. C. § 18-105(b)).

• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. Charter forfeiture: when a registered agent resigns without a successor, a domestic corporation has 30 days after the certificate of resignation is filed to designate a new agent; failing that, the Secretary of State declares the charter forfeited. (Same 30-day forfeiture if the agent is enjoined by the Court of Chancery, § 132(f)(4).)
• Revocation Foreign. A foreign corporation that fails to designate a new registered agent within the same 30-day window after its agent resigns forfeits its qualification/authority to do business in Delaware.
• Other. LLC certificate cancellation: if an LLC fails to designate a new registered agent within 30 days after its agent files a certificate of resignation without a successor, the LLC's certificate of formationArticles of organizationThe document filed with the state to create an LLC - the LLC equivalent of articles of incorporation.Read the full entry → is canceled (foreign LLCs lose permission to do business and have their registration canceled, § 18-104(i)(4)).
• Civil Penalty. Annual-report failure (the registered agent forwards the annual report, § 132(b)(1)d.): neglect, refusal or failure to file a complete annual franchise tax report by March 1 adds a $200 penalty collected as part of the franchise tax; one year's nonpayment/nonfiling voids the charter (§ 510) and blocks certificates of good standingCertificate of good standingThe state-issued document proving an entity exists and is current on its filings.Read the full entry → (§ 502(f)).

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

Division of Revenue statewide trade-name (DBA) registry via the Delaware One Stop portal - REGIME CHANGE effective February 2, 2026. Before that date: separate trade nameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → certificate with the Superior Court Prothonotary in EACH county of operation ($25/county, notarized).

State fee

$25 single statewide registration. A Delaware business license is now required with the registration; entities not conducting business in DE (and nonprofits) may use a 'Trade Name Only' license, also $25.

Term

Perpetual - DBAs do not expire and require no renewal (active until terminated by the owner)

Renewal

None

Publication

Not required. No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → requirement

Online filing

Available

The regime

Delaware prohibits any person, firm or association from transacting business under a trade name that does not disclose the legal name of the person (or of every member of the firm or association) without first filing a sworn certificate with the Division of Revenue, which records it in the statewide Delaware Trade Name Registry. Recent session laws (85 Del. Laws c. 30, c. 1, c. 301) moved this filing to the Division of Revenue; copy describing county Prothonotary filing is outdated.

Where it is filed

The Delaware Division of Revenue (a state agency, not the Secretary of State and not a county office) receives the certificate and electronically records it in the Delaware Trade Name Registry.

Publication

Chapter 31 contains no newspaper-publication requirement; the filing consists of the sworn certificate filed with the Division of Revenue.

Term and renewal

Chapter 31 states no fixed term, expiration, or periodic renewal for a trade name certificate. The only required follow-up filing printed in the chapter is a supplemental certificate within 10 days after any change in the membership of a firm or association.

Assumed names for registered entities

Corporations and LLCs may voluntarily register trade names with the Division of Revenue under § 3108, including non-transacting Delaware corporations and LLCs (with a certificate of good standing and a special trade name license under 30 Del. C. § 2306). On the name-conflict side, a foreign corporation whose name conflicts with an existing Delaware record may qualify to do business only by adopting an assumed name (8 Del. C. § 371(c)); a foreign LLC's registration application states its name 'and, if different, the name under which it proposes to register and do business' (6 Del. C. § 18-902(1)a.), and its Secretary of State filing 'shall make it unnecessary to file any other documents under Chapter 31' (§ 18-903(c)).

Penalties

Violating §§ 3101, 3102, or 3104 subjects the person, and each person comprising the firm or association, to a fine of up to $100 or imprisonment up to 3 months, or both.
Wilfully filing a false affidavit under §§ 3101, 3102, or 3108 is the crime of false swearing.

Official source

revenue.delaware.gov/trade-names-faqs↗ (opens the official source)

What it is called

not captured

Administering agency

Delaware Department of State, Division of Corporations - Franchise Tax Section (302-739-3073); eCorp portal icis.corp.delaware.gov/ecorp/logintax.aspx

Corporation minimum

not recorded separately

How it is computed

CORPORATIONS (8 Del. C. 503(a)): annual franchise tax = LESSER of two methods, due March 1 with the Annual Franchise Tax Report (report filing fee $50, $25 exempt corps, 391(a)(18)). METHOD 1 - Authorized Shares (503(a)(1)): no-stock non-exempt corp $175; <=5,000 authorized shares $175; 5,001-10,000 shares $250; +$85 per additional 10,000 shares or part; min $175 / max $200,000 (503(c)). METHOD 2 - Assumed Par Value Capital (503(a)(2)): (i) on assumed NO-PAR capital (authorized no-par shares x $100): $175 if <=$500,000; $250 if $500,001-$1,000,000; +$85 per additional $1,000,000 or part; PLUS (ii) $400 per $1,000,000 or fraction of ASSUMED PAR VALUE CAPITAL = authorized par shares x (total gross assets / total issued shares); any class whose quotient < its par value is multiplied by par instead; if assumed par value capital < $1,000,000, tax = $400 x (APVC/$1,000,000); min $400 / max $200,000. Method 2 requires issued-share counts + Form 1120 Sch. L total gross assets with the report, else Method 1 applies (503(b),(i)). LARGE CORPORATE FILER: flat $250,000 for exchange-listed corps meeting >=$750M revenue-or-asset and >=$250M both tests (503(c)(1)-(4)). Proration: first-year tax prorated (503(d)); half rate for not-engaged-in-business periods (503(f)); exempt corporations pay NO franchise tax (501(b)). Quarterly tentative payments if liability >=$5,000: 40% Jun 1 / 20% Sep 1 /