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 can pay the state an extra $50 for expedited state processing or $100 for priority one-day state processing). While Delaware’s LLC Act doesn’t give an exact definition of what it means to do business in the state, in most cases you'll need to register with the state if your foreign LLC engages in retail sales, owns or leases office space or a storefront, provides services, pays employees, or is required to have certain business or occupational licenses.
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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 Delaware’s Division of Corporations (DOC). The process to register a foreign LLC is called Foreign Qualification. Here’s how you do it:
1. Appoint a Delaware Registered Agent
According to Del. Code tit. 6 § 18-902, every foreign LLC that does business in Delaware 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.
Can I be the registered agent for my Delaware LLC?
You can, but only if you live in Delaware. For most LLCs that start doing business out-of-state, the best option is to hire a professional registered agent service.
Why hire a registered agent service?
For starters, you’re probably super busy running your LLC, and you might not have the time or energy to be both a business owner and a registered agent. A professional agent will not only allow you to focus on your business, but they can also also help you live privately by letting you use their address on your registration documents.
2. Get a Certificate of Existence
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. This 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.
How do I get a Certificate of Good Standing?
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.
3. Complete the Certificate of Registration
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 isn’t available, you’ll need to list a new name here. Then, you’ll need to list your LLC’s original name in the statement in parentheses.
- 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.
How much does it cost to file the Certificate of Registration of a Foreign LLC in Delaware?
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.
How do I file the Certificate of Registration?
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
Dover, DE 19901
Online: Document Upload Service
Do foreign LLCs in Delaware need to file a Certificate of Formation?
No. Foreign LLCs in Delaware just need to file the Certificate of Registration. The Delaware Certificate of Formation is only for domestic Delaware LLCs.
4. How will Delaware confirm my registration?
Once approved, Delaware will mail you a stamped copy of your certificate that verifies your LLC’s registration as a foreign entity.
How long does the approval process take?
Regular filings typically take two months to be processed but can take up to four months. You can pay an extra $50 to have your filing processed in around 6 business days or an extra $100 for one-day processing.
Delaware Foreign LLC Registration FAQ
How do I amend a foreign LLC in Delaware?
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.
What does it mean to do business in Delaware?
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.
Do I have to file an Delaware annual report for my foreign LLC?
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.
How are foreign LLCs in Delaware taxed?
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.
How do I withdraw my foreign LLC in Delaware?
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.