Foreign LLC registration for Delaware
Register your out-of-state LLC in Delaware
The application, a fresh certificate of existence and an agent, then a calendar for the annual tax.
- LLC$200, order on this site
- Corporation$245, form page
- LP$200, ask by email
- NonprofitQuoted when you order
What you receive
- Delaware registrationThe record that the LLC is registered with the Division.
- Certificate copyThe home-state certificate of existence we filed.
- Agent entryOur name or yours, entered as the Delaware agent.
- Tax calendarThe June 1 date and the amount due.
Delaware- Your June 1 tax date, marked
- Fresh certificate of existence ordered
- Delaware registered agent available
An LLC formed elsewhere gets registered in Delaware through the Certificate of Registration of a Foreign Limited Liability Company, which costs $200 to file, and each registered foreign LLC then owes a $400 tax every June 1. Our own work on the filing is $199; the state fee is separate.
An LLC formed somewhere else and working in Delaware has to register here just like in any other state. Registration is cheap compared with the tax that follows it, and the tax is where owners stumble: file once, then keep one date in the diary every year.
We take care of
Registration prepared
The Certificate of Registration of a Foreign Limited Liability Company is completed from your checkout answers.
Certificate on time
Delaware wants the home-state certificate dated within 6 months of filing. We order it with that in mind.
Delaware agent
We can be your Delaware registered agent. A different one works too.
Tax date flagged
Registered foreign LLCs pay $400 each June 1. We tell you when yours is next.
Fees itemised
The state fee of $200 shows apart from ours.
Plain answers
Whoever is preparing your filing handles your Delaware questions.
From order to registered
Decide whether the LLC is doing business here
The code carves out some activity, such as holding a bank account or making one stand-alone sale. Read the doing-business page first.
Give us the facts
The LLC name as its home state spells it, the home state and formation date, what the LLC will do in Delaware, and the date it started or will start.
Choose the Delaware agent
Use ours, or name an individual resident or an entity with a Delaware office.
We order the home-state certificate
Delaware requires one dated within 6 months of the filing, issued by an authorized officer of the home state.
We file and pay
The application goes to the Division of Corporations with the $200 fee.
You get the record and the date
We send what Delaware returns and tell you when the first June 1 payment falls.
Delaware foreign LLC registration at a glance
- Form
- Certificate of Registration of a Foreign Limited Liability Company
- Filed with
- Delaware Department of State, Division of Corporations
- State fee
- $200
- Home-state paper
- A certificate of existence dated within 6 months of filing
- Annual tax
- $400, due June 1; there is no annual report to file
- Added if the tax is paid late
- $200, plus interest of 1.5 percent a month
- Registered agent
- Required, at a physical Delaware address
- Faster service
- Next day $50 extra, same day $100 extra
What each kind of entity files to register in Delaware
| Entity | Delaware filing | State fee |
|---|---|---|
| LLC | Certificate of Registration of a Foreign Limited Liability Company | $200 |
| Corporation | Qualification Certificate of a Foreign Corporation | $245 |
| Limited partnership | Certificate of Registration of a Foreign Limited Partnership | $200 |
The corporation figure is the fee schedule's amount for a foreign qualification, and corporations have their own page. Limited partnerships pay the same tax as LLCs. For foreign LLPs and nonprofits, tell us what you need before ordering; we quote it then.
The tax is the real cost
The registration fee is paid once. The tax comes back every year at $400, due on the first day of June after the calendar year ends (6 Del. C. 18-1107(b)). Delaware does not ask a registered foreign LLC for an annual report, so there is nothing to file and nothing to remind you but the payment. The Division says the tax is assessed if the entity was active in its records at any time in the calendar year, and that it is not prorated. An LLC registered in the last week of December therefore owes the whole $400 the next June. The annual tax page has the dates and the consequences.
The home-state certificate comes first
Delaware will not file the application without a certificate, dated no more than 6 months before the filing date, showing that the LLC exists in the state where it was formed. The statute asks that it be issued by an authorized officer of that jurisdiction, and a certificate in a foreign language needs a translation under oath (6 Del. C. 18-902(2)). Each home state has its own name for the document and its own price. We order it when your order comes in, not weeks earlier, so the date holds on the filing day.
Not required for a Delaware LLC
An LLC formed in Delaware does not register here, because it is already a Delaware company; it pays the same $400 tax under the same section of the code as a domestic LLC does. A Delaware LLC working in another state registers there as a foreign LLC, and that is a job for the registration site of that state. This site is for companies formed everywhere else.
A Delaware agent, in three sentences
Every registered foreign LLC must keep a registered agent whose business office is the same as the registered office, and the office itself need not be a place where the LLC does business. Either a Delaware resident or some other entity with a business office there can fill the role, though never the LLC itself. The Division suggests you talk to the agent before you name it. The agent page has more.
Speed, and what the state does not publish
Delaware does not publish a turnaround for ordinary filings. Its FAQ says processing time varies with the volume received. It sells faster handling on a schedule: next-day service for this filing is $50 on top of the fee, same-day service is $100, a two-hour rush is $500 and a one-hour rush is $1,000. Orders come back by regular mail unless you give a courier account number. Nothing is returned by fax or email.
If the LLC has already been working in Delaware
The code says the LLC registers before it does business. If it did not, it pays $200 for each year or part of a year, and the courthouse is closed to it as a plaintiff until it has registered and settled up. It can still defend a suit, and its contracts hold. See the penalty page. Whether and how to deal with past months is a question for a Delaware lawyer; our part is the registration.
Leaving Delaware later
An LLC that stops working here cancels its registration with a certificate of cancellation, which costs $200, and the tax for the year of cancellation has to be paid before the filing. Simply ceasing to pay the tax also ends the registration, but it leaves a debt. The cancellation page lays out the form and the order of steps.
Wyoming and Nevada LLCs
Two kinds of out-of-state LLC are common among people who ask us about Delaware. A Wyoming LLC pays Wyoming's $60 minimum and Delaware's $400, so $460 a year across both, and Nevada's yearly list and license are higher. See Wyoming in Delaware and Nevada in Delaware. Filing on your own is possible as well, and the do-it-yourself page follows the Division's own route.
What comes back from Delaware
When the Secretary of State finds the application in order and the fees paid, the office endorses the original with the word Filed and the date and hour, and returns a certified copy of the signed application to the person who sent it. The endorsement settles the filing date. That stamped copy is the LLC's proof of registration in Delaware, and it carries the date to quote if a bank or a customer asks when the LLC became registered. We keep a copy in your file and send you the original.
Before you order
- The LLC's name exactly as its home state has it, and the name you want on Delaware's records if that differs.
- The home state and the date the LLC was formed there.
- One plain sentence about what the LLC will do in Delaware.
- The date it started, or will start, working here.
- Whether you want our agent or one of your own.
- Who will sign for the LLC.
Nothing else is needed from you; we order the certificate ourselves.
Where to read next
| If you are wondering | Open |
|---|---|
| What every state fee comes to | Cost |
| Whether your activity counts | Doing business in Delaware |
| How to fill in the application | The LLC registration form |
| How the yearly payment works | The annual tax |
| What working here unregistered costs | The penalty rules |
| Who may serve as your agent | Registered agent |
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Our charge, then the Delaware fee
Register in Delaware
+ $200 Delaware fee
- The Certificate of Registration of a Foreign Limited Liability Company, prepared from your answers
- A fresh certificate of existence from the home state, ordered for the filing
- A Delaware registered agent, either our office or your own choice
- Your Delaware registration and the date the first annual tax is payable
- Renewal: after the first year, the agent service renews at $149 a year
$199
Start my Delaware filingOur charge and the Delaware fee are separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware foreign LLC questions
What does Delaware charge for a foreign LLC registration?
$200 for the Certificate of Registration of a Foreign Limited Liability Company. With the first annual tax of $400 the state cost of the first year is $600.
Is there an annual report?
No. A registered foreign LLC pays the $400 tax by June 1 and files nothing else with the Division of Corporations.
What happens if the tax is paid late?
$200 is added, and interest runs at 1.5 percent a month. The registration lapses until the tax, penalty and interest are paid.
Is a certificate from the LLC's own state required?
Yes, one dated within 6 months before the filing date.
Can I file by mail?
Yes. A mailed request needs a cover sheet with your name, return address and phone number, and a check payable to the Delaware Secretary of State.
Who can be the registered agent?
An individual resident of Delaware, or an entity other than the LLC that has a business office in Delaware at the registered office.
Does a Delaware LLC need to do this?
No. It is already a Delaware company. Only LLCs formed outside Delaware become registered foreign LLCs.
How long does registration take?
Delaware publishes no time for ordinary filings. Paid rush service is available, down to one hour.
Delaware Code and state pages
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Delaware Division of Corporations, Certificate of Registration of a Foreign Limited Liability Company (PDF)
- Delaware Code Title 6, chapter 18, subchapter IX (foreign LLCs)
- Delaware Division of Corporations fee schedule (PDF)
- Division of Corporations, pay taxes and file annual reports
- Delaware Division of Corporations, Qualification Certificate of a Foreign Corporation (PDF)
- Delaware Code Title 8, chapter 1, subchapter XVI (foreign corporations)
- Delaware Division of Corporations, Certificate of Registration of a Foreign Limited Partnership (PDF)
- Division of Corporations, expedited services
- Wyoming Secretary of State, Business Division fee schedule
- Delaware Division of Corporations, LLC/LP/GP annual tax
Doing business in Delaware?
One order covers the application, the certificate and the agent. After that we flag the June 1 tax.