LLC Amendment and Legal-Name-Change Filing Requirements in Delaware

At a glance

Requirements one by one

False or materially stale public statements trigger prompt amendment

Under 6 Del. C. § 18-202, a manager—or, if the LLC has no manager, any member—must act promptly after learning that a certificate statement was false when made or that a change has made the certificate materially false. The LLC may otherwise amend its certificate at any time for a proper purpose.

Section 18-208 provides the consolidation route. A no-change instrument is titled “Restated Certificate of Formation”; an instrument that also makes a new change is titled “Amended and Restated Certificate of Formation.” The restated certificate supersedes the operative original and later filings when effective.

The legal name remains a certificate term

A legal-name change belongs in the Certificate of Amendment. Section 18-102 requires an LLC designator and record distinguishability. Written consent filed with the Division can permit use of an otherwise conflicting record name, and the statute separately restricts “bank” and its variations.

The separate trade-name route under 6 Del. C. § 3108 lets an LLC optionally register another business-use name with the Division of Revenue for $25. That registration does not amend the legal name in the Certificate of Formation.

The LLC agreement comes before any assumed filing vote

The Act does not put a standalone member-vote rule in § 18-202. Review the LLC agreement first. It may prescribe the approval method, require a nonparty's approval, or impose conditions.

If an ordinary filing decision falls under the statutory management default, § 18-402 gives control to members owning more than 50% of profit interests; a manager has management authority to the extent the agreement provides. If the public change also requires amending an LLC agreement that supplies no amendment method, § 18-302 requires all-member approval for an LLC whose original certificate was filed on or after January 1, 2012. Older LLCs need separate agreement and formation-date review.

The amendment itself is short; a restatement carries more history

A Certificate of Amendment states the current LLC name and the amendment. The Division template asks for the article number and the exact final wording. The Act does not require an ordinary approval recital or substantive attachment.

A restatement under § 18-208 carries the present name, original name if changed, original certificate filing date, any future effective date or time, and the specified due-execution statement. A no-change restatement also says that it only integrates the operative provisions without discrepancy.

An authorized person signs; upload is submission rather than instant filing

Under §§ 18-204 and 18-206, one or more authorized persons execute the certificate. An agent or attorney-in-fact may sign. Authority evidence need not be exhibited to file, the authorization need not be written or filed, and a written authorization must be retained by the LLC. Facsimile, conformed, and electronically transmitted signatures are allowed.

The document-upload service electronically submits a filing request but is not direct automated filing and does not calculate the charge. Mail remains available, and every request needs a cover memo. The current ordinary amendment, restatement, and correction total is $220; the amendment and correction forms say the filer receives a stamped filed copy.

Filing is the default effective time; the outside delay is 180 days

6 Del. C. § 18-206 makes a certificate effective on filing unless it states a later date or time certain no later than the 180th day after filing. At effectiveness, the public Certificate of Formation is amended, corrected, or restated as the new filing provides.

The Secretary rejects a nonconforming certificate. If the Division holds a defective filing in suspension, a proper replacement and the required fees delivered within five business days after notice may preserve the rejected certificate's filing time. The Division does not issue a good-standing certificate while that suspension remains open.

Correction, agent-only, tax, and trade-name routes stay distinct

6 Del. C. § 18-211 permits correction or nullification when a filed certificate is an inaccurate record of the action or was defectively or erroneously executed. A corrected-certificate alternative restates the entire certificate in corrected form. The ordinary correction charge is $220.

A certificate changing only the registered agent or registered office uses the Division's $50 special amendment route. Delaware LLCs do not file an annual report; they pay the separate annual tax. An internal principal-address, manager, member, or agreement change does not require a public amendment unless it makes the actual Certificate of Formation materially false or changes an optional provision placed there.

Keep the operative filing with the internal authority record

6 Del. C. § 18-305 gives a member's information right access to the written LLC agreement, Certificate of Formation and amendments, and written signing powers. The LLC must also maintain a current record identifying every member and manager.

The accepted filing changes the Delaware public certificate. Tax, licensing, bank, contract, property-title, trademark, and foreign-registration work remains separate. There is no LLC annual report, but the current annual tax is $400; 6 Del. C. § 18-1108 cancels the Certificate of Formation after that tax has remained unpaid for three years.

What trips people up

The fee line in § 18-1105 is $180, not the whole ordinary filing charge. Section 18-206 adds a $40 courthouse-municipality fee to each covered instrument, which is why the current amendment form and fee schedule show $220. The agent-or- office-only amendment is the narrower $50 exception.

Common questions

Can a restatement reset the LLC's original formation date?

No. Section 18-208 says the restated certificate supersedes the operative filed certificate, but the original effective date of formation remains unchanged.

Can a future-effective amendment be changed before it takes effect?

Yes, but not merely by changing an internal resolution. Section 18-206(c) requires a filed certificate of amendment or termination before the stated future effective date or time if the transaction is terminated or the delayed filing becomes false or inaccurate.

What if a person required to sign refuses?

An adversely affected person may petition the Court of Chancery under § 18-205. If the Court finds execution proper and the required person has failed or refused, it orders the Secretary of State to record an appropriate certificate.

Statutes and sources

• 6 Del. C. §§ 18-102, 18-202, 18-204 to -206, 18-208, 18-211, 18-302, 18-305, 18-402, 18-1105, and 18-1108 — name, amendment duty and contents, approval framework, signer, filing, effectiveness, restatement, correction, records, fees, and status rules. Official Delaware Limited Liability Company Act (accessed August 21, 2026).
• 6 Del. C. § 3108 — optional LLC trade-name registration and $25 charge. Official Chapter 31 (accessed August 21, 2026).
• Delaware Division of Corporations — current LLC forms index, Certificate of Amendment, Certificate of Correction, agent/office-only amendment, fee schedule, submission instructions, upload-service instructions, and LLC tax instructions (accessed August 21, 2026).