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Section 132: Make Sure Your Entity is in Compliance with Delaware Law

Entities must provide their registered agent with the name of a Communications Contact

The General Assembly of Delaware approved a number of amendments to Section 132 of the state’s General Corporation Law last fall. Some of those amendments became effective on January 1, 2007.

Effective January 2007, all business entities formed or qualified in Delaware were required to provide their registered agent with the name, business address and business telephone number of a natural person to serve as the Communications Contact for the entity. The law also requires business entities to periodically update this information.

When you appointed CSC as your registered agent in Delaware, you provided us with a contact to receive tax notices and compliance mail from the state. (CSC refers to this contact as the business entity’s “Compliance Contact.”). This individual will also serve as your Communications Contact, unless you advise us differently. Customers who did not provide CSC with the name of a natural person and instead only designated a title such as Tax Manager or General Counsel as the Compliance Contact need to provide CSC with the name, business address and business telephone number of a natural person.

To review your CSC Compliance Contact information, simply login to CSC's portal, CSCGlobal (www.cscglobal.com), click on RecordsCenter, and go to Company Records. (If you don't have a CSCGlobal password, you can easily obtain one on the website.) To update your information, simply fill out the “Change Your Compliance Contact Form” to access the update form, complete the form and then click “SUBMIT” If you know you need to update your Compliance Contact, Click on Change your compliance contact below to access the form.

The amendment to the General Corporation Law also provides that, effective January 1, 2008, Delaware corporations must file a complete annual franchise tax report including (among other things) the names and addresses of all of the corporation’s directors as of the filing date of the report, as well as the name and address of the officer who signs the report. The amendment requires the Secretary of State to declare void the charter of any corporation that fails to file a complete annual franchise tax report.

Change your Compliance Contact


Delaware Laws Governing Business Entities

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