Delaware Foreign Registration › LLC form
The Delaware foreign LLC certificate of registration, article by article
The Certificate of Registration of a Foreign Limited Liability Company is the form Delaware uses to register an LLC formed in another state, and it has 6 numbered articles and a signature block. The state fee is $200. We prepare it for $199. Each article is explained below so the checkout questions make sense.
Form details
- Name on the form
- Certificate of Registration of a Foreign Limited Liability Company
- Fee
- $200, with a certified copy $50 more
- Who files
- An LLC organized under the law of another state, territory or country
- Articles
- 6
- Attachment
- Home-state certificate of existence, no older than 6 months on the filing date
- Signer
- An authorized person of the LLC
- Payment
- Check payable to the Delaware Secretary of State, or card or ACH through the filing service
- After filing
- $400 tax by June 1 each year
The six articles, in order
| Article | Asks for | Watch for |
|---|---|---|
| 1 | The name the LLC is registering under in Delaware, and its home name in parentheses if different | Needs LLC, L.L.C. or Limited Liability Company |
| 2 | The home state or country, the date it was formed, and a sentence that the LLC validly exists there | Match the certificate of existence |
| 3 | The nature of the business or purposes in Delaware | A general purpose statement is not enough |
| 4 | The registered office street, city and zip code, and the name of the registered agent | A Delaware street address, not a P.O. box |
| 5 | The Secretary of State is named to receive process in the cases the code lists | Already printed; nothing to fill in |
| 6 | The date the LLC first did, or intends to do, business in Delaware | A planned date is acceptable |
A signature block ends the form; the signer prints a name beneath it.
Articles 1 and 2: the name and the home state
Article 1 takes the name that will appear on Delaware's records. It may be the home-state name or another one, as long as it carries Limited Liability Company, L.L.C. or LLC and stays distinguishable from the names already held here. If it differs from the home name, the home name goes in the parentheses on the form. Article 2 gives the home jurisdiction and the original date of formation, then states that the LLC validly exists there. That last sentence is a statement of fact by the signer, and the certificate of existence is the proof behind it. Take the date from the certificate, not from memory.
Article 3: the purpose
The Division's instructions say to set out the specific purpose of the LLC, and that a general purpose statement is not sufficient. A line such as "any lawful act" is therefore the wrong approach. A sentence naming what the LLC does in Delaware is the right one: software consulting for customers in the state, ownership and leasing of a commercial building, retail sales at a stand. Keep it short and accurate. The purpose goes on the public record, and the code asks for a corrective certificate when a fact in the application stops being true.
Article 4: the registered office and agent
Article 4 names the registered agent and gives the registered office's street, city and zip code in Delaware. The statute requires the agent's business office to be identical to the registered office. The address does not have to be somewhere the LLC operates from. The agent has to agree to serve, so talk to them before their name goes on the form. The registered agent page covers who qualifies.
Articles 5 and 6: process and the start date
Article 5 is printed on the form and needs no action. It appoints the Secretary of State as the LLC's agent for service of process in the situations 18-910(b) describes, which is the case where an officer cannot serve the agent with due diligence. Article 6 asks the date the LLC first did business in Delaware, or the date it intends to. Give the true one. A wrong date is a false statement on a signed form.
The certificate of existence
The form states that a certificate of existence from the LLC's jurisdiction of formation must go in with the registration, and it must be no older than 6 months on the filing date. A certificate in another language needs an English translation. The statute adds that the certificate is issued by an authorized officer of the home jurisdiction (6 Del. C. 18-902(2)). The six months run to the filing date, not to the date you send the package, so allow for the days the mail takes.
Filing, payment and speed
The fee is $200. Paper filers mail the form, the certificate, the check and a cover sheet to the Division in Dover. Online, the Division's filing service takes the order and charges the card or ACH account when the order is processed. Next-day service is $50 extra and same-day service $100. Delaware does not publish a time for ordinary filings, and the Division warns that errors in a request slow it down. When the application conforms, the office stamps it Filed with the hour and date and returns a certified copy.
Where filings go wrong
These are the points on the form that need care:
- A certificate of existence older than 6 months on the filing date.
- A name without LLC, L.L.C. or Limited Liability Company, or one the Division finds too close to another.
- A purpose written as "any lawful business".
- An agent whose address is not a Delaware street address, or who has not agreed to serve.
- No signature, or a name that is not printed beneath it.
- A check made out to anyone but the Delaware Secretary of State.
How the filing runs with us
Order
Tell us about the LLC, its home state, its purpose here and the agent.
We order the certificate
The home-state certificate is requested so it will be under 6 months old on filing.
Your signer approves
The authorized person checks the six articles for accuracy.
We submit it with the fee
$200 goes to the state.
We send the record and the tax date
You receive the stamped copy and the next June 1.
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.
Certificate of registration questions
Do I have to use the Division's form?
No. The Division says the form is a template with the basic information the statute requires, and you may draft your own document with other permitted information.
Is a notary involved?
The form asks for an authorized person's signature and printed name, and mentions no notary.
Can I name myself as registered agent?
Only if you are an individual resident of Delaware or the LLC's agent is an entity other than the LLC with a Delaware office.
What if the home state names the certificate differently?
The Division wants evidence of existence signed off by an authorized officer of the home jurisdiction, whatever that state labels it.
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
Doing business in Delaware?
One order covers the application, the certificate and the agent. After that we flag the June 1 tax.