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Delaware LLC Certificate of Amendment: $220, one-page form, and the annual tax you still owe

A Delaware LLC usually changes its Certificate of Formation by filing a Certificate of Amendment under section 18-202 of the Delaware LLC Act. The Delaware form packet says the filing fee is $220. The state also provides a separate change-of-agent form, so an agent-only update does not have to be handled as a full amendment. None of this replaces Delaware's annual LLC tax, which is still due separately.

Checked against Delaware Division of Corporations and IRS materials on September 3, 2026.

The short answer

If a Delaware LLC needs to change language in its Certificate of Formation, the common filing is a Certificate of Amendment. Delaware's own form packet says it is filed in accordance with section 18-202 of the LLC Act and that the filing fee is $220.

The state keeps the form very short. That sounds simple, but it also means you need to know exactly what sentence or article language you want the certificate to say after the amendment. Delaware is not filling in the logic for you.

Delaware LLC amendment basicsOfficial rule
Main filingCertificate of Amendment for a Delaware LLC
State filing fee$220
Statutory hookSection 18-202 of the Delaware LLC Act
Signature ruleSigned by an authorized person under section 18-204
Certified copy$50 optional add-on
Agent-only change alternativeSeparate change-of-agent form is available

What Delaware expects in the amendment

The state's amendment template asks for two core pieces of information: the current name of the LLC and the exact amendment to the Certificate of Formation. The instructions say to list the number of the article being amended and set forth exactly how you want the article to read in the certificate.

That is a big practical point. Delaware is not asking for a casual explanation of what changed. It wants replacement certificate language. If the LLC is changing its name, for example, the amendment should clearly state the new name the certificate should contain.

Delaware amendments are short on paper but not casual. The filing needs exact certificate language, not a vague description of the update.

The fee is $220, not the old lower number you may remember

The current Delaware LLC amendment form packet says the fee to file the Certificate is $220 and that you will receive a stamped filed copy. The packet also says a certified copy can be requested for an additional $50.

This matters because older guides and forum posts often quote older Delaware pricing. The August 2026 state fee schedule is harder to read in summary form, but the state-issued LLC amendment packet gives a clean current figure for the filing itself. That is the number worth using.

Who signs it

The Delaware instructions say the document must be signed by an authorized person of the LLC under section 18-204 of Title 6. The name of the signer must be typed or written legibly under the signature line.

Delaware LLCs do not have to file their operating agreement with the state, so the public filing will not tell Delaware who your internal decision-makers are. You still need the right person to approve and sign the amendment under the LLC's own governing arrangement.

Do not overuse the amendment if the only change is the agent

Delaware's LLC forms page lists both an amendment form and a separate change-of-agent form. The state's FAQs also say that to change the registered office or registered agent, you may file a Certificate of Change of Registered Agent or, if you wish, a Certificate of Amendment.

That means an amendment can do the job, but it is not always the cleanest tool. If the only update is the registered agent or registered office, the dedicated change-of-agent route is usually the more direct filing path.

The annual Delaware LLC tax is still sitting there

Founders sometimes treat an amendment like a general maintenance reset. It is not. Delaware says all domestic and foreign LLCs formed or registered in the state must pay an annual tax of $400, due on or before June 1, and there is no annual report requirement for LLCs.

If the tax is late, Delaware says the penalty is $200 plus 1.5 percent interest per month on the tax and penalty. Filing an amendment does not erase that problem, delay it, or substitute for it.

What to do after a name amendment is accepted

If the amendment changed the LLC's legal name, the state filing updates Delaware's record. It does not automatically update the IRS, banks, merchant processors, or contracts. The IRS says a name change alone usually does not require a new EIN, but the business still has to notify the IRS using the appropriate return or letter process.

That follow-up matters more in Delaware because so many owners form there while operating elsewhere. A Delaware filing can be only one layer of the admin stack.

Bottom line

A Delaware LLC usually uses a Certificate of Amendment to change its Certificate of Formation, and the current state form packet lists the filing fee at $220. The form is short, but it expects exact amendment language and a signature from an authorized person. If the only change is the registered agent or office, Delaware also offers a separate change-of-agent filing. And regardless of the amendment, a Delaware LLC still owes the separate annual $400 tax by June 1 while it remains active.

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