Delaware LLC Amendment: Filing, Cost & Requirements (2026)

A Delaware LLC amendment is the filing you make with the Delaware Division of Corporations when something stated in your Certificate of Formation needs to change — most commonly your company’s legal name. Delaware’s Certificate of Formation is intentionally minimal, so many common business changes never require a state filing at all. Knowing which changes go to the state and which stay inside your operating agreement can save you both money and processing time. This guide explains when a Delaware LLC amendment is required, the current 2026 state fees, and what to update after the amendment is filed.

To amend a Delaware LLC, you generally file a Certificate of Amendment with the Delaware Division of Corporations under Section 18-202 of the Delaware LLC Act. The certificate identifies the LLC and states the amendment being made. Unless a later effective date or time is specified, the amendment generally becomes effective when it is filed with the Secretary of State.

What Is a Delaware LLC Amendment?

A Delaware LLC amendment — formally, a Certificate of Amendment — is a document filed with the Delaware Secretary of State that changes information contained in the LLC’s Certificate of Formation. Under Section 18-202 of the Delaware Limited Liability Company Act, a Certificate of Formation is amended by filing a Certificate of Amendment with the Secretary of State.

Delaware’s Certificate of Formation is intentionally limited. It includes the LLC’s name and registered office and registered agent information, while other provisions may be included if the members choose. Delaware does not require the public Certificate of Formation to list the LLC’s members, ownership percentages, or principal business address.

Common reasons to file a Delaware LLC amendment include:

• Changing your LLC’s legal name
• Changing or adding provisions that were voluntarily included in the Certificate of Formation
• Changing information that must be reflected in the Certificate of Formation
• Making certain changes to the registered agent or registered office, although Delaware provides a lower-cost dedicated filing for an agent-only change

State Filing or Private Change? Where Most Owners Overspend

Many changes to a Delaware LLC are private. Adding or removing members, changing ownership percentages, updating profit distributions, changing internal management arrangements, or revising internal rules can generally be handled through the LLC agreement and company records rather than a Certificate of Amendment.

This is an important distinction. Delaware does not require member information or ownership percentages to appear on the public Certificate of Formation. If ownership changes but nothing in the Certificate of Formation needs to be changed, the appropriate action is generally to update the LLC’s internal records and operating agreement according to the procedures in that agreement.

The practical rule is simple: if the change affects information contained in the Certificate of Formation, consider a Certificate of Amendment. If the change only affects the company’s internal arrangements, it may be handled privately without a state amendment.

How Do I File an Amendment to My LLC in Delaware?

You file a Certificate of Amendment with the Delaware Division of Corporations together with the required filing fee and submission materials. Delaware’s official forms and filing instructions are available through the Division of Corporations.

1. Get internal approval first. Check your operating agreement for its amendment procedure. If member or manager approval is required, document that approval in writing before submitting the state filing.
2. If changing your name, check availability. Search Delaware’s entity database and confirm that the proposed name is available before preparing the amendment.
3. Use the official form. The Certificate of Amendment for a Limited Liability Company is available from the Delaware Division of Corporations forms page. The certificate identifies the LLC and states the amendment being made.
4. Prepare the submission materials. Include the information requested by the Division of Corporations and a cover memo with contact information so the state can communicate with the filer and return documents as applicable.
5. Submit with payment. As of August 1, 2026, the state filing fee for a domestic Delaware LLC Certificate of Amendment is $220. A certified copy costs an additional $50.
6. Wait for processing. Standard processing time depends on the Division’s current workload. Expedited options are available for an additional fee.

You can handle this filing yourself, but the important part is getting the amendment and internal approvals right. A filing that identifies the wrong entity, uses incorrect amendment language, or conflicts with the company’s internal records can create problems later. At IncReg, every document is reviewed before it is submitted to the state.

What Does a Delaware LLC Amendment Cost in 2026?

As of August 1, 2026, the Delaware Division of Corporations charges $220 for a domestic LLC Certificate of Amendment. A certified copy costs an additional $50.

• Domestic LLC Certificate of Amendment: $220
• Certified copy: $50
• Same-day expedited service: $200
• 24-hour expedited service: $100
• 1-hour priority service: $1,000
• 2-hour priority service: $500

The Delaware fee schedule also lists a $50 filing fee for a domestic or foreign LLC changing only its registered agent or registered office.

Filing an amendment does not itself change your annual Delaware franchise tax. The amendment filing fee and annual franchise tax are separate state obligations.

Changing Your Registered Agent? Don’t Use the Full Amendment

If the only change is your registered agent or registered office, Delaware provides a dedicated filing for changing only the registered office or agent. As of August 1, 2026, the state filing fee for this LLC filing is $50, substantially less than the $220 domestic LLC amendment fee.

If your new agent is a commercial registered agent service, the provider may prepare or file the required paperwork for you. Delaware LLCs must continuously maintain a registered agent and registered office in Delaware.

See our guide to Delaware registered agent requirements for more information.

Can an LLC Operating Agreement Be Amended?

Yes. An LLC operating agreement can generally be amended according to the amendment procedure contained in the agreement itself. The operating agreement is an internal company document and is not filed with the Delaware Division of Corporations.

Delaware law gives LLC agreements substantial contractual flexibility, so the agreement should be reviewed before making an internal change. If member approval is required, document that approval and retain the amendment with the company’s records.

If you later change the LLC’s legal name through a state amendment, update the operating agreement and other internal documents so the company’s records consistently reflect the new legal name.

After Approval: The Cleanup Checklist Nobody Publishes

The state filing is only one part of the process. If you changed your LLC’s legal name, the approved Certificate of Amendment should trigger a review of the company’s other records and accounts.

• The IRS. A simple business name change generally does not require a new EIN. The IRS provides different notification procedures depending on how the LLC is taxed, so use the procedure applicable to your entity.
• Your bank. Provide the bank with the filed amendment or certified copy if requested. Update the account name, checks, merchant accounts, and other banking records.
• State and local licenses. Update business licenses, permits, foreign qualifications, and tax registrations that use the old legal name.
• Contracts and insurance. Review contracts, insurance policies, payment processors, vendor accounts, and other commercial records for the old name.
• Good standing. Make sure your LLC is current on Delaware franchise taxes and other state obligations. If you need proof after the amendment, obtain an updated Certificate of Good Standing. See our Delaware Good Standing guide.

Amending from Outside the US?

The Delaware amendment process is generally the same for US and non-US owners. The filing itself does not require the LLC owner to be a US citizen or resident.

The practical issues usually arise after the amendment, when banks, payment processors, foreign authorities, or other institutions need updated company documents. If your LLC was formed from outside the United States, keep the filed Certificate of Amendment and any certified copy with your permanent company records.

Frequently Asked Questions

How do I make an amendment to my LLC?

First, follow the amendment procedure in your operating agreement and obtain any required internal approval. If the change affects information contained in your Certificate of Formation, file a Certificate of Amendment with the Delaware Division of Corporations. As of August 1, 2026, the state filing fee for a domestic LLC Certificate of Amendment is $220.

What is DGCL 242?

Section 242 of the Delaware General Corporation Law governs amendments to a corporation’s Certificate of Incorporation. It applies to corporations, not LLCs. Delaware LLC amendments are governed instead by Section 18-202 of the Delaware LLC Act.

How much does it cost to amend a Delaware LLC in 2026?

The state filing fee for a domestic Delaware LLC Certificate of Amendment is $220 as of August 1, 2026. A certified copy is an additional $50. Same-day expedited service is $200 and 24-hour service is $100.

How long does a Delaware LLC amendment take?

Standard processing time depends on the Delaware Division of Corporations’ current workload. Expedited options are available for an additional fee. As of August 1, 2026, the published fee schedule lists $200 for same-day service and $100 for 24-hour service.

Do I need to file an amendment to change my registered agent?

Delaware provides a dedicated filing for changing only the registered office or registered agent of an LLC. As of August 1, 2026, the fee is $50 for this filing, compared with $220 for a domestic LLC’s standard Certificate of Amendment.

Does filing an amendment affect my Delaware franchise tax?

No. The Certificate of Amendment filing fee and the Delaware LLC annual franchise tax are separate obligations. Filing an amendment does not by itself change the annual franchise tax amount.

Have a question about your specific situation? Contact us directly. This article is for informational purposes only and does not constitute legal or tax advice.