Complete guide to changing your entity name or amending your Certificate of Incorporation/Formation in Delaware
Whether you're rebranding, correcting errors, or making structural changes to your Delaware LLC or corporation, you'll need to file a Certificate of Amendment with the Delaware Division of Corporations. This comprehensive guide covers everything you need to know about the amendment process, costs, and requirements.
For LLCs: Entity name, registered agent, principal office address, members/managers (in some cases), business purpose, management structure.
For Corporations: Corporate name, authorized shares, par value, stock classes, registered agent, business purpose, director provisions, and virtually any charter provision.
Search the Delaware Division of Corporations database to ensure your desired new name is available. The name must include "Limited Liability Company," "LLC," or "L.L.C." and cannot be confusingly similar to existing entities.
Review your LLC Operating Agreement for amendment requirements. Most require majority or unanimous member consent. Document the approval in writing (member consent or meeting minutes).
Complete and file the Certificate of Amendment with Delaware. Must be signed by an authorized person (manager or member). Include the old name, new name, and authorization statement.
Update your EIN information with the IRS (not required, but recommended for correspondence). File amendments in any states where you're foreign qualified. Update business licenses, permits, and registrations.
Update bank accounts, payment processors, contracts, leases, insurance policies, domain registrations, trademarks, and notify customers/vendors of the name change.
If your LLC is foreign qualified in other states (California, New York, etc.), you MUST file name change amendments in those states as well. Each state has its own fees and forms. Failure to update can result in penalties and inability to do business in that state.
| Filing Type | Cost | Processing Time |
|---|---|---|
| Standard Filing | $200 | 2-3 weeks |
| 24-Hour Expedited | $200 + $100 | 1 business day |
| Same-Day Service | $200 + $250 | Same business day |
| 2-Hour Rush | $200 + $500 | 2 hours |
| 1-Hour Rush | $200 + $1,000 | 1 hour |
Search Delaware's database to confirm your desired name is available. Corporate names must include "Corporation," "Incorporated," "Company," "Corp.," "Inc.," or "Co." and cannot conflict with existing entities.
Board of Directors must adopt a resolution approving the name change. Shareholders must approve by majority vote (unless bylaws require higher threshold). Document approvals in board minutes and shareholder written consent or meeting minutes.
Prepare and file Certificate of Amendment of Certificate of Incorporation. Must state the old name, new name, and confirmation of shareholder approval. Signed by authorized officer (President, Vice President, Secretary, or authorized person).
Issue new stock certificates with the new corporate name (or add notice to existing certificates). Update cap table, stock ledger, and corporate records. Amend bylaws to reflect new name if referenced.
Amend contracts, employment agreements, NDAs, customer agreements. Update business licenses, tax registrations, domain names, trademarks. File amendments in foreign qualification states. Notify IRS, banks, insurance carriers.
If you want to do business under a different name WITHOUT changing your legal entity name, you can file a "Trade Name Certificate" (DBA - "Doing Business As") with Delaware for $25. This allows you to operate under an assumed name while maintaining your original corporate name for legal purposes. However, this doesn't change your Certificate of Incorporation.
| Filing Type | Cost | Processing Time |
|---|---|---|
| Standard Filing (Name Change Only) | $150 | 2-3 weeks |
| Restated Certificate (Multiple Changes) | $200 | 2-3 weeks |
| 24-Hour Expedited | Base + $100 | 1 business day |
| Same-Day Service | Base + $100 | Same business day |
| 2-Hour Rush | Base + $500 | 2 hours |
| 1-Hour Rush | Base + $1,000 | 1 hour |
Certificate of Amendment: Used for single or simple changes (name, registered agent, one provision).
Restated Certificate: Recommended when making multiple changes or for clarity. Replaces the entire Certificate of Incorporation with a new, clean version incorporating all amendments. Easier for third parties to review. Costs $200 vs. $150 for simple amendment.
LLC: File Certificate of Amendment ($200) or use the simpler "Change of Registered Agent/Office" form ($50).
Corporation: File "Resignation/Appointment of Registered Agent" form ($50) — no Certificate of Amendment needed for agent changes only.
Tip: Most registered agent service providers handle this filing automatically when you switch to them.
Common when raising capital or issuing employee stock options. Requires board and shareholder approval. File Certificate of Amendment stating new total authorized shares. Delaware franchise tax increases with more authorized shares, so consider tax implications.
Example: Increasing from 10M to 20M shares authorized increases annual franchise tax from ~$400 to ~$800 (using authorized shares method).
Adding preferred stock for investors requires amending Certificate of Incorporation. Specify rights, preferences, and limitations of new class (liquidation preference, voting rights, conversion, etc.). Usually done in conjunction with venture capital funding rounds.
Cost: $150-200 state filing fee + legal fees for drafting complex stock provisions ($2K-10K).
C-Corp to PBC: Requires 2/3 shareholder approval. File Certificate of Amendment adding public benefit purpose. Appraisal rights for dissenting shareholders.
LLC to Corporation: File Certificate of Conversion ($200) + Certificate of Incorporation ($89). More complex - requires legal counsel.
Costs: $300-500 in state fees + $3K-10K in legal fees depending on complexity.
If your original Certificate contains errors (misspelled name, wrong number of shares, etc.), file Certificate of Correction ($50). Must be filed within 30 days of discovering the error for retroactive effect.
Alternative: File Certificate of Amendment if beyond 30-day window or making substantive changes.
For corporations, increasing authorized shares or changing par value affects annual franchise tax calculation. Run the numbers before filing to avoid unexpected tax increases. Delaware offers two calculation methods—choose the lower one. For LLCs, amendments don't affect the flat $300 annual tax.
Plan for at least 4-6 weeks for the complete name change process (approval, filing, updating foreign states, notifying banks/vendors). If you need it faster, use Delaware's expedited services and coordinate foreign state filings simultaneously. Many businesses complete the entire process in 1-2 weeks using expedited services.
After your Certificate of Amendment is approved by Delaware, complete these critical steps:
Get at least 2-3 certified copies of your Certificate of Amendment ($50 each). Banks and government agencies often require certified originals.
Send letter to IRS with certified copy of amendment to update their records (optional but recommended). Update entity name on future tax filings.
Submit name change amendments in every state where you're qualified to do business. Each state has different forms and fees ($50-300 per state).
Provide certified copy to all banks, merchant processors, PayPal, Stripe, etc. May require new signature cards or account documentation.
Update state business licenses, professional licenses, sales tax permits, employer registrations, and local permits/registrations.
Execute assignment agreements or amendments for major contracts. Update terms of service, privacy policy, employment agreements, vendor contracts.
Update website, email signatures, domain registrations, social media profiles, Google Business Profile, marketing materials, letterhead.
Update general liability, E&O, D&O, workers' comp, and other insurance policies with new entity name. May require endorsements.
Attorney-prepared amendments with full post-filing support. Delaware state fees included.
Delaware state filing fees, registered agent coordination (if applicable), name availability verification, preparation of board/member resolutions, preparation and filing of Certificate of Amendment, certified copies (2), and post-filing guidance. Standard processing time: 2-3 weeks (expedited options available).
Name change or single provision amendment for LLCs or corporations.
Multiple changes or amendments requiring custom drafting and strategic guidance.
Entity conversions, major restructuring, or multi-state coordination required.
If you're foreign qualified in other states, each state requires separate amendment filings ($50-300 per state). Expedited Delaware filing fees ($100-1,000) are also separate. We can coordinate multi-state filings for an additional fee.
Complete this form to get started with your Delaware amendment. I'll review and contact you within 24 hours.
Ready to amend your Delaware entity? Let's discuss your needs.
Sergei Tokmakov, Esq.
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