Delaware Foreign Registration › Corporations
Qualifying a foreign corporation in Delaware
A corporation formed in another state qualifies to do business in Delaware on the Qualification Certificate of a Foreign Corporation, with a fee of $245 and a certificate of existence from home dated within 6 months. After that it files an annual report by June 30 each year. The rest of this site is written for LLCs.
Corporation filing at a glance
- Form
- Qualification Certificate of a Foreign Corporation
- Fee
- $245
- Attachment
- Certificate of existence dated within 6 months of filing
- Articles
- 6
- Annual report
- Online, due June 30, filing fee $250
- Report penalty
- $250 added to the filing fee when late
- Withdrawal
- Certificate of withdrawal, $175
The six articles
| Article | What it asks for | Watch for |
|---|---|---|
| 1 | The name of the foreign corporation | Where Delaware cannot take the home name, the form shows how to give the assumed name |
| 2 | The jurisdiction of incorporation | As on the certificate |
| 3 | The registered agent's name and street address in Delaware | Delaware street address |
| 4 | Assets and liabilities within six months before filing | Enter 0 where there are none |
| 5 | The specific purpose of the corporation here | A general purpose statement is not enough |
| 6 | A statement that it is authorized to do the stated business at home | Printed; no action needed |
An authorized officer signs, under Section 371 of Title 8, and prints a name below the signature.
The statute behind the form
Section 371 of the General Corporation Law bars a foreign corporation from doing any business in Delaware through branch offices, agents or representatives until it has paid the Secretary of State and filed a certificate of its existence, dated not earlier than 6 months before filing, and a statement naming its registered agent (8 Del. C. 371(b)(1)). The fee in the code is not the one the Division charges today; the current fee schedule lists a foreign qualification at $245, and that is the figure on this site.
Who does not have to qualify
The code releases a foreign corporation from qualifying in seven cases, among them filling mail orders it accepts outside Delaware, employing salespeople whose orders are approved outside the state, installing machinery under a contract made elsewhere, operating only in interstate commerce, and being an insurance company. Lending, borrowing and collecting debts also fall outside. The section governs qualification only; whether a corporation can be sued in Delaware is decided under a different section (8 Del. C. 373). A lawyer should decide the close cases.
The annual report
A qualified foreign corporation files an annual report on or before June 30 (8 Del. C. 374). The Division requires it online and charges $250. If the report and payment do not reach the office by the due date, a further $250 is added. The report names the registered office and agent, the principal place of business, the directors and the officer who signs (8 Del. C. 374). A false statement knowingly made in it is perjury under the statute.
If the report is not filed
Failure to file draws a discretionary look from the Secretary of State, and the right to do business is terminated if no report is filed within any 2 years period (8 Del. C. 375). A corporation whose qualification is lost can apply for reinstatement, which the schedule lists at $125.
Penalties for not qualifying
A foreign corporation that does business in Delaware without complying is fined between $200 and $500 for each offense. An agent who does business for a non-complying corporation is fined between $100 and $500 for each offense (8 Del. C. 378). The corporation also cannot bring an action in Delaware until it has qualified and paid the fees, penalties and franchise taxes for the years it worked here unqualified. Contracts it made remain enforceable and it may defend a suit. The Court of Chancery can enjoin it from doing business (8 Del. C. 384).
Changes and withdrawal
The schedule lists the common small filings for a foreign corporation: a change of agent or business purpose at $50, a name change amendment at $100, and withdrawal at $175. A withdrawal uses the Certificate of Withdrawal of Foreign Corporation, which surrenders the authority to do business and gives the address where the Secretary of State may mail any process. The agent appointment then ends, and for claims from the period it was qualified the corporation is treated as having agreed that process may be served on the Secretary of State (8 Del. C. 381).
What we handle for corporations
We file the qualification and the annual report if you ask us to. Write to us with the corporation's home state and its purpose here before ordering, because the checkout on this site is built for LLCs. Other filers, such as foreign limited partnerships, pay the fee schedule's amount of $200 and the same $400 yearly tax as LLCs. For foreign nonprofit corporations and foreign LLPs, write to us and we quote the filing.
Qualifying a foreign corporation
Order a certificate of existence
It must be dated within 6 months of the filing.
Name a Delaware registered agent
At a physical Delaware address.
Prepare the six articles
Including assets and liabilities and a specific purpose.
File with the fee
$245 to the Division of Corporations.
Diary the annual report
Due June 30 each year, online.
Foreign corporation questions
Does a foreign corporation pay Delaware franchise tax?
Delaware sets the annual obligation for a foreign corporation as the annual report and its filing fee. Franchise tax is described for domestic corporations.
Can the corporation be its own registered agent?
The statute lets the agent be the foreign corporation itself, among other choices.
Is the home-state certificate needed every year?
No. It is part of the first qualification filing.
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 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
- Division of Corporations, frequently asked questions
- 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 Withdrawal of Foreign Corporation (PDF)
Doing business in Delaware?
One order covers the application, the certificate and the agent. After that we flag the June 1 tax.