Register Your Delaware Foreign Corporation

Your corporation already has a name registered with its home state. However, business names are registered on the state level, so it might not be available in Delaware even if you’ve been using it in your state for years. To check to see if your business name is available, complete a free business name search.

Once you pick an available business name, you can reserve it by filing the Application for Reservation of a Corporate Name. This costs $75.

A Delaware registered agent is the person or business who receives legal mail like service of processes on behalf of your business. This can be an individual or a business as long as they are located physically in Delaware. The good news is that we’re a nationwide registered agent service so we can represent you in any (and all) states.

Once your business is legal in the new state, you’ll want to be ready to make sales. Forming your business identity, or the way you present yourself to your potential clients, can prepare customers for your upcoming products and services.

Maybe you’ve never started getting your business out there. Now’s a great chance to start a business website or get a custom business email address.

Maybe you already have a digital presence, but now you want to make it easier for out-of-state people to find you, and start building awareness and a trustworthy reputation in your new territory. Consider getting a phone service that has the local area code or a local business address to use on documents where possible. Either way, make sure your business has a way to market itself in the new state, especially if you are not opening a brick-and-mortar.

A certificate of good standing or existence is given to a business from its home state to show that it is up-to-date on paperwork, fees, and taxes with the state. In order to register as a foreign corporation in Delaware, you will need to receive a certificate of good standing from your home state that is dated less than six months prior to your Delaware registration.

To register to do business in Delaware as a foreign corporation, you must file the Foreign Corporation Certificate along with a certificate of good standing from your home state. This costs $245 to file.

You will need to include:

• The name of your foreign corporation
• The state of original incorporation
• The business’s purpose
• The name and address of the Delaware registered agent
• The assets and liabilities
• Signature of an authorized officer

The Delaware Secretary of State also requests you submit a cover letter with your name, phone number, and address. This lets them contact you quickly if there is an issue with your application.

A Certificate of Qualification will be sent by mail alerting you that your corporation is cleared to do business in the state as a foreign entity.

All Delaware foreign corporations are on the hook for annual reports and taxes in Delaware as well as their home state (and any other state they are registered to do business in). Here’s what that looks like for Delaware:

• Delaware Annual Reports are due on June 30^th. It costs $125. If the report is late, there will be a $125 penalty fee.
• Delaware Franchise Taxes have a minimum of $175 and a maximum tax of $200,000. They are due on or before March 1^st. After March 1^st, there is a $200 late fee, and interest of 1.5% is added each month.
• Delaware Corporate Income Tax is currently set at 8.7% of all federal taxable income.
• BOI Report: The Beneficial Ownership Report (or BOI Report) is a required filing for non-U.S. companies formed outside the U.S. and registered to do business in the U.S. by a non-U.S. citizen. Businesses have 30 days from their U.S. registration date to file their Reports.

While this may seem like a lot to remember, you don’t have to do it alone.