Delaware LLC Amendment — At a Glance
| Requirement | Detail |
|---|---|
| Amendment form | Certificate of Amendment |
| Filing agency | Delaware Division of Corporations |
| Filing fee | $200 |
| Processing time | 3–4 business days standard |
| Expedited processing | Available — $50 additional for same-day processing; $100 additional for 2-hour processing |
| Member vote required | Yes — As specified in the operating agreement (typically majority vote of members or managers) |
| Operating agreement update | Required |
What Is an LLC Amendment?
An LLC amendment is a formal filing that updates your LLC's Articles of Organization (or Certificate of Formation) on file with the Delaware Division of Corporations. It is required whenever a change affects information that was originally included in your formation documents.
Not all changes to your business require a state amendment — only changes to information registered with the state. Internal changes (like updating your operating agreement) are handled privately without filing with the Delaware Division of Corporations.
LLC Attorney offers free amendments within the first 90 days of formation for clients who need to correct or update their filing. After that window, amendment support is available at a flat rate.
When Do You Need to File an Amendment in Delaware?
You must file a Certificate of Amendment with the Delaware Division of Corporations when changing any information that appears in your original formation documents. Common triggers include:
- LLC name
- Registered agent name and address
- Management structure (member-managed vs. manager-managed)
- Principal office address
- Business purpose
- Any provision of the Certificate of Formation that the LLC's operating agreement permits to be amended
Changes that do not require a state amendment include adding new clients, changing your business address if it's not your registered address, updating your banking relationships, or making internal changes to your operating agreement that don't affect your state filings.
How to File a Delaware LLC Amendment
Authorize the Amendment
Before filing, the amendment must be authorized by the LLC's members or managers. Delaware requires a as specified in the operating agreement (typically majority vote of members or managers) to approve the amendment, as outlined in your operating agreement.
Complete Certificate of Amendment
Download or access the form from the Delaware Division of Corporations at corp.delaware.gov. Complete all required fields, including your LLC's current name, the changes being made, and the effective date of the amendment.
Pay the Filing Fee
The filing fee for a Delaware LLC amendment is $200. Expedited processing is available — $50 additional for same-day processing; $100 additional for 2-hour processing.
Submit the Filing
Submit the completed form and payment to the Delaware Division of Corporations. 3–4 business days standard.
Update Your Operating Agreement
Once the state amendment is processed, update your LLC's operating agreement to reflect the same changes. Banks, vendors, and other third parties may require updated documentation before recognizing the change.
What Else Needs to Change After an Amendment?
Filing the amendment with the Delaware Division of Corporations updates the state record, but other parties may not automatically be notified. After filing, review the following:
- Operating agreement — update to reflect any structural or name changes
- EIN — your EIN generally does not change when you amend your LLC name or structure, but notify the IRS of the new legal name
- Business bank accounts — banks require a certified copy of the amendment and updated documentation
- Business licenses and permits — may need to be reissued in the new name or under the new structure
- Contracts and agreements — update any contracts that reference the old LLC name or structure
- Marketing and websites — update any public-facing references to the LLC name or management
Need to Amend Your Delaware LLC?
LLC Attorney handles Delaware LLC amendments and updates your operating agreement to match — ensuring your business record is legally consistent across all documents. Amendments are free within the first 90 days of formation.
Delaware LLC Amendment — FAQs
The filing fee for a Delaware LLC amendment (Certificate of Amendment) is $200. Expedited processing is available for an additional fee: $50 additional for same-day processing; $100 additional for 2-hour processing. Additional costs may include attorney fees or operating agreement update services.
3–4 business days standard. Expedited processing is available for those who need faster turnaround: $50 additional for same-day processing; $100 additional for 2-hour processing.
Yes. Delaware requires that amendments be approved by the members or managers of the LLC. The vote threshold is determined by your operating agreement — typically as specified in the operating agreement (typically majority vote of members or managers).
No. Your EIN does not change when you amend your LLC name or structure. However, you should notify the IRS of the name change by sending a letter to the IRS office that issued your EIN. Your bank may also require a certified copy of the amendment to update your account.
Yes. Delaware requires that your operating agreement be consistent with your state filing. updating your operating agreement ensures your internal governance documents match your public state record. Banks, investors, and counterparties will expect the documents to align.
LLC Attorney handles Delaware LLC amendments end-to-end — preparing the Certificate of Amendment, filing with the Delaware Division of Corporations, and updating your operating agreement to reflect the change. Amendments are free within the first 90 days of formation for LLC Attorney clients.