Delaware LLC Foreign Qualification

Delaware LLC Foreign Qualification

Steps to Delaware LLC Foreign Qualification:

  • Select a Name: Identify the name your LLC will use in Delaware. If your name is already being used by another company, you will need to register under a different name.
  • File Certificate of Registration: According to Del Code tit. 6, c. 18 §902, to register a foreign LLC in Delaware you must file a Certificate of Registration with the Division of Corporations. The DOC charges a $200 filing fee. Included with the filing, you must also include a Certificate of Existence from your home state, no older than six months.
  • Appoint Delaware Registered Agent: All business entities must appoint and maintain a registered agent and registered office to accept and sign for service of process. Foreign LLC qualification will not be accepted without a registered agent.
  • Wait for Confirmation: Processing to foreign qualify usually takes several days, though expediting options are available.

Foreign LLC Qualification Quick Facts

  1. Foreign LLC Qualification Filing Form: Certificate of Registration
  2. Additional Forms to Foreign Qualify: Cert. of Existence
  3. Fee: $200
  4. File With: Delaware Division of Corporations
  5. Online Filing: No

Delaware Registered Agents

Foreign LLC qualification in Delaware requires the appointment of a Delaware registered agent and a registered office.

The agent must:

  • Be a resident of the state; or
  • Be a domestic business entity (such as a Delaware LLC or Delaware corporation); or
  • Be a foreign business entity with a domestic office

A registered agent must have a physical location within the state (not a PO box) where they can accept service of process.

How Do I Get a Certificate of Existence?

A Certificate of Existence (or Cert. Of Good Standing) is issued by the Secretary of State in your home state. The Division of Corporations uses them to determine that LLCs looking to foreign qualify are fully registered in their home state, are in good standing, and have paid their taxes. Contact your local SOS. They will send you a certified, stamped copy. To foreign qualify in Delaware, the Cert. Of Existence must be no older than six months.

Annual Report and Delaware Taxation

After a foreign LLC qualification is completed, limited liability companies in Delaware, whether domestic or foreign, do not have to file an annual report. However, a foreign LLC must pay the Annual Tax of $300, due June 1 each year. Taxes can be filed online at the Division of Corporations website.