Delaware LLC Name Change: Process, Fee and What to Update
A Delaware LLC name change takes one State filing: a certificate of amendment to your certificate of formation, filed with the Delaware Division of Corporations. The condition is that the LLC’s annual tax is paid, because the State won’t accept the filing while it’s overdue. Your LLC, its EIN and its contracts generally carry over unchanged.
The filing itself is short. Most of the work comes before and after it: picking a name Delaware will accept, getting the right approval inside the company, and updating the IRS, your bank and everywhere else the old name appears.
What to have ready before you start
Most delays come from information people don’t have on hand when they decide to rename. Gather these first:
- The new name, plus a backup or two. It needs an LLC ending and must stand apart from every name already on Delaware’s records.
- The LLC’s current legal name, exactly as registered, and its Delaware file number.
- Your operating agreement. It usually says who must approve a name change and who can sign State filings for the company.
- Your annual tax status. If a year’s LLC tax is unpaid, settle it before anything else.
- How the LLC is taxed (partnership, corporation or disregarded entity). This decides how you tell the IRS.
- A list of everywhere the old name appears: bank and payment accounts, registrations in other states, licenses, contracts, insurance, domain and marketing.
Is a name change the right filing?
A certificate of amendment changes the LLC’s legal name. Sometimes what you actually want is something else. Use this table to check before you commit.
| What you want | The route that fits | What stays the same |
|---|---|---|
| A new legal name on every contract, account and tax record | Certificate of amendment changing the name | The LLC, its formation date, ownership and EIN (in most cases) |
| Keep the legal name but market under a brand | Register a trade name (DBA) instead of amending | Legal name, State records and IRS records |
| A new legal name, but keep using the old one too | Amend the name, then register the old name as a trade name | The LLC itself. Only the name it trades under changes |
| Fix a mistake in the name as it was first filed | Possibly a certificate of correction rather than an amendment | The LLC’s filing history |
| Become a corporation as well as rename | A conversion, which is a different filing from a name change | Depends on the conversion. Ask a professional to check the tax effects |
Since February 2, 2026, the Delaware Division of Revenue has handled Delaware trade names, according to the Division of Corporations. Other states set their own trade name rules.
1. Choose the new name and confirm Delaware will accept it
Delaware’s naming rules for LLCs are short but strict. The name must include “Limited Liability Company,” “L.L.C.” or “LLC.” It must be distinguishable on the State’s records from every other Delaware entity name, including names that are reserved and out-of-state companies registered in Delaware. It also can’t use the word “bank” unless the company qualifies under narrow banking exceptions. The full rules are in Delaware’s LLC Act. If your preferred name is too close to an existing one, the law allows it only with that company’s written consent filed with the State.
Reserving the name is optional. It holds the name for 120 days and carries its own separate State fee. A reservation is not permission to trade under the name: the Division of Corporations says no activity should be conducted based on a reservation alone. Also keep in mind that Delaware only checks its own records. Being accepted by the State doesn’t clear the name against federal trademarks, which the U.S. Patent and Trademark Office handles.
2. Get the change approved inside the LLC
The State doesn’t ask who approved the change, but your operating agreement does. Many agreements require member or manager consent to amend the certificate of formation. Record the decision in a written consent kept with your company records. If your agreement is silent or unclear, a qualified legal professional can confirm what approval is needed.
Decide at the same time who will sign the filing. Delaware requires an authorized person to sign it, and signing counts as a sworn statement that its contents are true. The operating agreement itself is never filed with the State. Delaware’s Division of Corporations confirms that operating agreements and their amendments stay with the company. That means updating the agreement’s name references is your job (more on that in our guide to Delaware LLC operating agreements).
3. Make sure the LLC is in good standing
This is the step people miss. Under Delaware’s LLC Act, an LLC that hasn’t paid its annual tax loses its good standing. The Secretary of State won’t accept a certificate of amendment, or nearly any other filing, until the unpaid tax, penalties and interest are paid and good standing is restored.
If you’re not sure of your status, check before you plan anything else around the new name. The tax is due every year whether or not the LLC was active. The Division of Corporations’ LLC tax instructions explain the obligation, and our Delaware LLC franchise tax guide covers what you owe and when.
4. File the certificate of amendment with the State
The certificate of amendment is a short document. It gives the LLC’s current registered name and states the new name as an amendment to the certificate of formation, signed by an authorized person. The Delaware Division of Corporations charges $220 to file a certificate of amendment for a Delaware LLC, according to its current fee schedule. The new name takes effect when the State files the certificate, unless the certificate sets a specific later date or time.
Most rejections come from a name that breaks the naming rules, a filing for an LLC that isn’t in good standing, or a signature the State can’t read or tie to an authorized person. If the State finds an error, it can hold the certificate in suspension. A corrected version keeps the original filing date only if it arrives within five business days of the State’s notice. While a certificate is held, the State won’t issue a Certificate of Good Standing for the LLC. That matters if a bank or investor is waiting on one. For the wider picture on amendments, see our Delaware LLC amendment guide.
5. Tell the IRS about the new name
Delaware doesn’t pass the change on to the IRS. You tell the IRS yourself. A name change alone usually doesn’t require a new EIN. The IRS notes that some situations can, and points to its Publication 1635 to work that out. An entity change, such as a conversion, is more likely to trigger one than a rename.
How you notify the IRS depends on how the LLC is taxed. The IRS’s business name change page sets out separate routes for partnerships, corporations and sole proprietorships. Depending on timing, notice goes either on the current year’s return or in a signed written notice. An LLC generally follows the route for the way it’s taxed. If you’re unsure which applies, particularly for a single-member LLC, a tax professional can confirm. The IRS will send an acknowledgment of the change if you ask for one. That’s useful when a bank wants proof that your IRS records match the new name.
6. Update everything else that carries the old name
Once the State has filed the amendment, the new name is your legal name. Every record still showing the old one becomes a mismatch to fix:
- Bank and payment accounts. Banks typically want the filed amendment before they change an account name.
- Registrations in other states. If the LLC is registered to do business elsewhere, each state keeps its own record of your name and has its own update filing and fee. If the new name isn’t available there, you’ll need to sort that out with that state.
- Licenses and permits at the state, county and city level.
- Your operating agreement and company records, including the written consent approving the change.
- Contracts, invoices, insurance and leases. The LLC is the same legal entity, so existing contracts generally continue. Telling counterparties keeps payments and notices flowing to the right name.
- Your registered agent, so its records match the State’s.
- Website, domain, email and marketing, plus a trade name registration if you plan to keep using the old name.
If you own the LLC from outside the US
The Delaware filing is the same for a non-resident owner. You don’t need to travel, and the State applies the same naming, good standing and signature rules. The differences come after the filing. Banks, payment platforms and authorities in your home country often want official proof of the new name, sometimes as a certified copy with an apostille. IncReg can supply both through its Delaware Certified Copy and Apostille service.
On the tax side, foreign-owned LLCs often have their own IRS filing obligations. Have a qualified tax professional confirm how your LLC should report the name change. Our guide to Delaware LLCs for non-US residents covers those obligations in more detail.
Frequently Asked Questions
Can the new name take effect on a future date?
Yes. A Delaware certificate of amendment takes effect when it’s filed unless it states a specific later date or time. A future date can line up the legal change with a planned rebrand or the start of a quarter.
Does a name change affect my Delaware annual tax?
No. The LLC keeps the same annual tax obligation and due date. A name change doesn’t reset or replace them, and the tax must be current before the State will accept the amendment.
Do I need to file anything new with the State after the name change?
Not for the name change itself. The certificate of amendment updates Delaware’s records. Separate updates go to the IRS, any other states where the LLC is registered, and your licensing agencies, because none of them learn about the change from Delaware.
Related guides
Have a question about your specific situation? Contact us. This article is for informational purposes only and does not constitute legal or tax advice.
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