LLC Amendment and Name-Change Packet - Delaware

DELAWARE LLC AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Determine whether the change belongs in an amendment to the public formation record, a registered-agent amendment, an internal operating-agreement amendment, an optional trade-name registration, or a tax-agency update. Delaware LLCs do not file annual reports.

Scope gate. Excludes mergers, conversions, domestications, ownership-transfer agreements, securities work, tax elections, regulated or professional-entity eligibility, and disputed authority.

1. ENTITY AND CHANGE INTAKE

Business reason: [____________________________________________________________]

Contracts, permits, financing, or licenses affected: [________________________________]

2. FILING CLASSIFICATION MATRIX

Mark one primary route for each change.

☐ Current state record and last accepted filing reviewed.

☐ Original formation record and all amendments/restatements compared line by line.

☐ Filing selected because it legally fits the change, not because it is the cheapest or easiest form.

3. DELAWARE ROUTE AND AUTHORIZATION

The LLC agreement governs internal approval. The filed certificate must be executed by an authorized person; do not infer approval authority solely from manager or member status.

File a Certificate of Amendment stating the LLC name and the amendment to the certificate of formation. If only the registered agent or registered office changes, use the Division's Certificate of Amendment Changing Only the Registered Office/Agent form. This remains an amendment under § 18-202, with the special fee under § 18-1105(a)(11). A manager—or, if none, a member—who learns that the certificate was false when made or has become false in a material respect must cause a prompt amendment.

As of 2026-10-28, § 18-1105(a)(3) sets a $180 statutory fee for a Certificate of Amendment under § 18-202. The Division's August 2026 fee schedule lists $220 for a domestic LLC amendment because its listed amount includes a municipality fee. A change of only the registered office or agent, specifically captioned under § 18-1105(a)(11), is listed at $50. Confirm the current total fee and cover memo immediately before filing.

☐ Governing-document approval threshold and procedure identified.

☐ Required member, manager, third-party, lender, or regulator consent obtained.

☐ Proposed amendment text contains only provisions lawfully permitted in the formation record.

☐ Effective-date rule checked; no unsupported retroactive effect stated.

Approval resolution / consent

The undersigned approve the amendment described in this packet, authorize [Name/Title] to finalize and file the correct Delaware instrument, and authorize conforming updates to the company’s internal records and third-party notices.

4. NAME-CHANGE GATE

Proposed legal name: [________________________________]

☐ Required LLC identifier included.

☐ Current state database checked on [__/__/____].

☐ Trademark, domain, assumed-name, licensing, and foreign-jurisdiction conflicts separately reviewed.

☐ Name reservation filed, if useful: [Reservation Number / N/A].

A database search or reservation is a dated administrative check, not a guarantee of trademark rights, regulatory approval, or acceptance in another jurisdiction.

5. AMENDMENT TEXT WORKSHEET

☐ Existing entity name—not proposed name—used where the filing form asks for the current record name.

☐ Amendment text is complete and does not rely on an unstated oral understanding.

☐ Restatement considered if repeated amendments make the public record confusing.

☐ No Social Security number, bank data, birth date, or other unnecessary confidential information included in the public filing.

6. FILING REVIEW

☐ Form revision, fee, portal, address, and processing options checked on filing day.

☐ Signer has authority for this specific instrument.

☐ Filing acknowledgement and accepted stamped copy saved.

☐ If rejected, the amendment text and approval record will not be changed without renewed authorization where material.

7. INTERNAL CONFORMING DOCUMENTS

☐ Operating agreement amended if the public amendment affects internal governance.

☐ Member ledger, capitalization schedule, resolutions, minute book, and authority certificates updated.

☐ Contracts reviewed for notice, consent, anti-assignment, name-change, or “organizational document” provisions.

☐ Banking resolutions, checks, cards, payment processors, insurance, leases, and vendor/customer records updated.

☐ Licenses, permits, payroll, tax, benefits, and industry registrations updated separately.

8. FOREIGN-REGISTRATION AND NAME INVENTORY

A Delaware amendment does not automatically update another jurisdiction.

9. COMPLETION CERTIFICATE

The undersigned confirms that the classification matrix, approval record, accepted filing, internal conforming documents, and third-party update log are complete or assigned.

Authorized person: [________________________________]

Capacity: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Delaware Code, § 18-202
• Delaware Code, § 18-104
• Delaware Code, § 18-1105
• Delaware Division of Corporations, LLC forms
• Delaware Division of Corporations, August 2026 fee schedule
• Delaware Division of Corporations, LLC annual tax and report instructions
• Delaware Code, optional LLC trade-name registration

The cited amendment and agent-change fees and forms were checked on 2026-10-28 and must be checked again immediately before filing.