Register a Delaware Foreign LLC
A Delaware Foreign LLC is a limited liability company that conducts business in Delaware but was not formed there. When a foreign LLC wants to do business in Delaware, it needs to register with the Delaware Division of Corporations and pay the $200 registration fee. You’ll also need to get a Delaware registered agent, a certificate of existence, and file a Certificate of Registration. Our page covers the entire process of where to send your paperwork and navigating Delaware's foreign LLC business laws.
$225 Foreign Registration
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How To Register a Foreign LLC in Delaware
To register a foreign LLC in Delaware you’ll need to submit a Certificate of Registration of a Foreign Limited Liability Company to the Delaware Division of Corporations (DOC). The filing fee costs $200. You can submit this document by mail, online, or in person. This guide walks you through how to successfully do it.
According to Del. Code tit. 6 § 18-902, your LLC is required to have a Delaware registered agent. Your registered agent needs a physical street address in Delaware. They also need to be available during normal business hours in order to receive legal notices and other official documents on behalf of your LLC. Unless you live in Delaware, or know someone who does, your best option is to hire a professional registered agent service.
Your next step is to get in touch with your LLC’s home state and acquire a Certificate of Good Standing. Delaware calls it a Certificate of Existence, but they’re the same thing. The certificate shows Delaware that your LLC is up to date on all of its fees and state filings. It is important to note that Delaware won’t accept certificates that are more than 6 months old. The process for requesting a Certificate of Good Standing varies by state, but in most states, you can request one online for a small fee and receive it immediately.
Now you’re ready to fill out and submit the Certificate of Registration of Foreign Limited Liability Company. This is the document that will ready your LLC to do business in Delaware. Here is the information you will need to include:
- Your LLC’s name in Delaware. If your LLC’s legal name is taken in Delaware, you’ll need to list a new name here. Then, you’ll need to list your LLC’s original name in the statement in parenthesis.
- Jurisdiction and date of original formation.
- The specific business purpose of the LLC.
- Name and address of your Delaware registered agent.
- Date the LLC first did business or plans to do business in Delaware.
- Name and signature of the person authorized to do business on behalf of the LLC.
Along with your Certificate of Registration, you’ll also need to submit the Certificate of Existence and a cover letter with your name, address and telephone or fax number in case the DOC needs to contact you regarding the filing.
Ready to register your foreign LLC in Delaware? File with Northwest.
Once approved, Delaware will mail you a stamped copy of your certificate that verifies your LLC’s registration as a foreign entity.
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Delaware Foreign LLC Registration FAQ
To amend your LLC, file a Certificate of Amendment of a Foreign Limited Liability Company with the DOC. The certificate costs $200 to file. The DOC will mail you a stamped copy of your certificate. You can add $50 for a certified copy.
Del. Code tit. 6 § 18-911 has a vague definition of what it means to do business in Delaware: “the course or practice of carrying on any business activities in the State of Delaware.” But what are those activities?
If your LLC has employees in the state, engages in any for-profit business activity, registers for any state or local business licenses, has assets or maintains a physical presence in the state, such as work trucks or a storefront, it’s a safe bet that you will need to register as a foreign LLC in Delaware.
However, if you’re not sure if your business activity qualifies, consult a business attorney to make sure you’re in the clear.
Read more about what counts as doing business in another state.
There is no Delaware Annual Report requirement for foreign LLCs. However, foreign LLCs are required to pay an annual franchise tax of $300, due by June 1st of each year. Failure to pay the annual tax on time will result in a penalty of $200. Delaware only accepts online filings.
Foreign LLCs in Delaware are, by default, taxed as pass-through entities. This means that the profits from the LLC pass through the business to the members. Members then report the income on their personal tax returns. This mean members, not the LLC, are responsible for taxes.
Members must also pay self-employment taxes on their business income. This includes both social security and Medicare (15.3%). A foreign LLC can also elect to be taxed as an S-corp or C-corp.
To withdraw your foreign LLC in Delaware, you’ll need to file a Certificate of Cancellation of a Foreign Limited Liability Company with the DOC. Note that this action has no effect on your LLC in its home state—it just cancels its authorization to do business in Delaware. The filing fee is $200 (add $50 for a certified copy).
You will receive a stamped copy of your form returned in the mail. You can also pay an extra $100 for 24-hour service, or $200 for same-day withdrawal service.
No. LLCs formed in the United States or its territories do not have to file BOI Reports. Only international foreign LLCs formed outside of the U.S. and then registered to do business in the United States must file a BOI Report. And this only applies to non-U.S. citizens.
You can, but only if you live in Delaware. And since you’re looking to start a foreign LLC in Delaware, you probably don’t live there. That’s why the best option is to hire a professional registered agent service.
For starters, we use our business address on your public filings, not yours—helping you protect your privacy and keep your personal information off the public record. Plus, when you hire Northwest as your registered agent, you’ll be able to add our Mail Forwarding Service, which gives you a prestigous Delaware street address (not a P.O. Box) where you can receive mail, have it forwarded (physical or digital), protect your home address, and look legit.
Want more? Our Virtual Office Service gives it to you: an office lease and unique suite number at our Delaware address, daily digital or weekly physical mail forwarding, and a phone number with a local area code.
With Northwest, we give you everything you need to look legitimate and professional as a Delaware foreign LLC.
The process for obtaining a certificate of good standing varies by state, but in most states, you can request one online for a small fee and receive it immediately.
The state charges $200 for regular filings. If you’re in a hurry, you can pay the state an extra $50 and they’ll process your paperwork within six days of receiving it. If you’re really in a hurry, you can pay an extra $100 and the state will process the paperwork on the day they receive it.
You can file online, by mail, or in person. It should be noted that in order to file in person, you’ll need to call the DOC and set up an appointment.
Mail and in person:
Division of Corporations
John G. Townsend Building
401 Federal Street
Suite 4
Dover, DE 19901
Online: Document Upload Service
No. Foreign LLCs in Delaware just need to file the Certificate of Registration. The Delaware Certificate of Formation is only for domestic Delaware LLCs.
