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My startup is Delaware C Corp incorporated since 1 year and a half. It didn't have any activities until now, and won't for 3 or 4 more months. I just paid the Delaware Annual Franchise Tax directly through the Delaware Gov site. ($125)

However last year I did it through CSC (Corporation Service Company), which is a company that provides all type of corporate services, including filings with Delaware, etc. However, they charged me an annual fee of aprox $340. Also, when I filed this year, I noticed they are listed as a Registered Agent in my Annual Franchise Report.

So I have two questions:

1) Do I really need to have the CSC (or another similar company) ? I plan to have activity in the second half of the year, so far I had virtually none. I can file the annual Franchise on my own, or do basic stuff like this on my own.

2) Is it mandatory to have a Registered Agent? Can I cancel my subscription with CSC and NOT have anyone else for some time?

Sorry if both are stupid questions. Thank you in advance.

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1 Answer

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According to Delaware law (8 DEL.C. § 132), your corporation must have a registered agent to receive service of process (to receive documents on your behalf and forward them to you if you are sued) and for other similar reasons.

You do not have to use a commercial service. For example, a friend who lives in Delaware, and who is "generally present at a designated location" could suffice.

If you do not have a registered agent, no one from the State of Delaware is likely to come after you. The greatest risk probably would be that, if your corporation were sued and you did not receive the papers, you would lose a default judgment because you did not show up to defend yourself.

You can locate other registered agents via the List of Delaware Registered Agents.

To change the agent you would file a Certificate of Change of Registered Agent.

Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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Your answer was very helpful. Thank you very much. – El Magistral Feb 26 '10 at 0:28

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