How do I amend an LLC in Delaware?

You file a Certificate of Amendment to the Certificate of Formation with the Delaware Division of Corporations. The filing identifies your LLC and states the specific change to the certificate, most often the legal name. Delaware filings usually go through a registered agent or the Division's filing system, along with a cover memo. The amendment takes effect once the Division processes it.

What is a Delaware Certificate of Amendment used for?

A Certificate of Amendment changes information in a Delaware LLC's Certificate of Formation, principally the legal name, but also other provisions the members chose to include in the certificate. Because Delaware certificates of formation are typically minimal, the name change is by far the most common use. Changing the registered agent uses a separate change-of-agent filing.

How much does it cost to amend an LLC in Delaware?

The filing fee for a Certificate of Amendment for a Delaware LLC is around $200. That figure has been stable, but confirm the current amount with the Division of Corporations before filing, and note that your registered agent may add a service charge. Expedited processing is available for additional fees. The amendment fee is separate from the $300 annual franchise tax.

Do I need to amend my LLC to change its registered agent in Delaware?

No. Changing your registered agent is done with a separate change-of-registered-agent filing, not a Certificate of Amendment. Reserve the Certificate of Amendment for changes to the Certificate of Formation itself, such as the LLC's legal name. Using the wrong filing causes rejections and delays, so match the document to the change you are making.

How long does a Delaware LLC amendment take?

Delaware is known for fast processing, and standard turnaround is often a few business days, with same-day and even one-hour expedited options available for additional fees. Filings usually route through your registered agent, which can add a little time. Because service levels and timelines change, confirm current processing options with the Division of Corporations or your registered agent.

Should I amend a Delaware LLC or cancel it and start fresh?

A name change is a simple amendment. But if the LLC is really becoming a different business, or you would rather leave its history behind, cancelling the old LLC and forming a new one can be cleaner. Cancelling stops the $300 annual franchise tax; amending does not. In Delaware, cancellation requires the franchise tax to be paid in full first.

How to Amend an LLC in Delaware (Certificate of Amendment)

Form

Certificate of Amendment

Agency

DE Division of Corps

Fee

~$200

Used for

Name / formation change

What does it mean to amend an LLC in Delaware?

In Delaware, the document that creates your LLC is the Certificate of Formation. Amending the LLC means formally changing something in that certificate so the state's record matches your current business. You do that by filing a Certificate of Amendment with the Delaware Division of Corporations.

Delaware certificates of formation are deliberately minimal, often little more than the LLC's name and registered agent, so there is less in them to amend than in some states. In practice the overwhelming reason to file a Certificate of Amendment is a name change. Most of the substance of a Delaware LLC lives in its private LLC agreement, which is not filed with the state and needs no amendment when it changes.

Certificate vs. LLC agreement

A Certificate of Amendment changes the public Certificate of Formation filed with the state. Delaware puts most of the real governance in the private LLC agreementwhich is not filed and does not require a state amendment when you revise it.

When do you need a Certificate of Amendment?

You file a Certificate of Amendment when you are changing something stated in the Certificate of Formation, such as:

The LLC's legal namethe dominant reason in Delaware, whether rebranding or correcting the registered name.
Any optional provision the members chose to put in the certificate, for example a stated dissolution date or a specific purpose, if it changes.

The amendment gives the change legal effect with the state. Until the Division processes it, the public record still shows the old name.

When you do not need an amendment

Do not file a Certificate of Amendment to:

Change your registered agent or registered office. That has its own change-of-agent filing.
Change anything in your LLC agreementownership splits, management terms, capital arrangements, which is private and not filed with the state.
Pay or update your franchise tax, which is a separate annual payment to the Division.

Before you file, it is worth checking whether an amendment is even the right instrument for what you are trying to do. Delaware offers several related but distinct filings, and choosing correctly matters. A Certificate of Amendment changes the existing LLC's certificate. A Certificate of Correction fixes an error in a previously filed document rather than making a forward-looking change. A merger or conversion is what you use to combine entities or change the entity type altogether. For a simple name change on an existing LLC, the Certificate of Amendment is the correct and cheapest route, but if what you are actually doing is restructuring, one of the other filings may fit better, and it is worth confirming before you pay.

How to file the amendment, step by step

Approve the change internally as your LLC agreement requires, and record the decision.
Prepare the Certificate of Amendment. Identify the LLC by its exact name and state the specific amendment. For a name change, set out the new name precisely.
Check name availability first, if changing the name. The new name must be distinguishable on the Delaware register and meet LLC naming rules; you can reserve a name in advance.
File through your registered agent or the Division of Corporations, usually with a filing cover memo, and pay the fee.
Update downstream records once processed: the IRS if the name changed, your bank, licenses, and any states where the LLC is foreign-qualified.

The fee and how long it takes

The Certificate of Amendment fee for a Delaware LLC is around $200. That has been stable, but confirm the current amount with the Division of Corporations before filing, and expect your registered agent may add a service charge. Delaware is known for speed: standard processing is often a few business days, with same-day and expedited options for additional fees. Because service levels change, confirm current options with the Division or your agent. The amendment fee is separate from the $300 annual franchise tax.

A point worth flagging for Delaware specifically: because so many Delaware LLCs are formed to be owned by people or entities in other states and countries, a name change often ripples further than it would for a purely local company. If the LLC is foreign-qualified to do business in other states, each of those states has its own record of the LLC's name, and you will generally need to amend the foreign registration there too so the name matches. The same goes for any bank accounts, merchant processors, and contracts governed by other states' law. The Delaware amendment is the anchor filing, but it is rarely the only one, map out where the old name appears before you assume the job is finished.

Amendment vs. restated certificate of formation

If your certificate has been amended several times, Delaware allows a restated Certificate of Formation that consolidates the original and all amendments into one current document. For a single change like a name, a Certificate of Amendment is simpler; for cleaning up a much-amended entity, restatement can be worth the extra cost. The general trade-offs are on our overview of LLC amendments.

When closing the LLC beats amending it

Amendment keeps the same company and changes a detail. But if what you actually want is to be done with this LLC, amending it just keeps a company alive that still owes franchise tax. This is where amendment ties back to dissolution.

A Delaware LLC owes the flat $300 annual franchise tax every year until it is formally cancelled. Amending the LLC does nothing to stop that; only cancelling it does, by filing a Certificate of Cancellation with the Division of Corporations (around $200), and Delaware requires the franchise tax to be paid in full first. If you are amending because the original purpose is over and you are starting something genuinely different, closing the old LLC and forming a clean one can be the tidier path. The mechanics are on how to dissolve an LLC.

Amending does not stop the $300

A cancelled Delaware LLC stops owing the annual franchise tax. An amended one keeps owing $300 a year. If the goal is to stop the recurring cost, amendment is not the answer, cancellation is.

Deciding what to do next

If you are keeping the LLC and just need its name or certificate to reflect a change, a Certificate of Amendment is a straightforward filing you can handle with the steps above. If the change is really a fresh start, weigh whether cancelling the old LLC and beginning clean serves you better, especially given the $300 that runs until cancellation.

We do not sell amendment filing; our work is dissolution, cancelling a Delaware LLC properly, taxes settled, so the Division of Corporations agrees it is done. If you are unsure whether to amend or to close and start over, a specialist can talk it through first with no obligation. For the broader picture, see the LLC amendment hub.

How to amend an LLC in Delaware