Delaware Foreign Registration › Registering late
What happens to a foreign LLC that works in Delaware unregistered
A foreign LLC that does business in Delaware before registering is fined $200 for each year or part of a year, cannot bring a case in a Delaware court until it registers and pays what is owed, and answers claims through the Secretary of State (6 Del. C. 18-907(d)). Its contracts hold, and the owners are not personally liable for lack of registration alone.
The consequences, from the statute
| Consequence | What the code says | Section |
|---|---|---|
| Fine | $200 for each year or part of a year | 18-907(d) |
| No lawsuits | The LLC cannot start a case in a Delaware court before it has registered and cleared every fee and penalty for the years it worked here | 18-907(a) |
| Contracts stand | A contract or act of the LLC remains good, the other side may enforce it, and the LLC may defend a case | 18-907(b) |
| Owners protected | No member or manager is liable for LLC obligations on that ground alone | 18-907(c) |
| Injunction | The Court of Chancery may enjoin it from doing business, on the Attorney General's motion | 18-908 |
| Service of process | The Secretary of State is the LLC's stand-in for receiving papers on claims from Delaware business | 18-911 |
How the fine counts
The wording is "each year or part thereof," so a partial year is a full one, and an LLC that spent two calendar years working here unregistered is looking at $400 in fines. The LLC must pay the fees and penalties for those years before it can sue.
The lawsuit bar is the one that bites
An unregistered LLC that has a customer who will not pay, or a counterparty who breached, cannot take the matter to a Delaware court until it has registered and cleared the penalty. It remains free to defend, and the code adds that skipping registration leaves its contracts intact. The practical cost lands at the moment the LLC needs the courthouse.
Service of process through the Secretary of State
An unregistered foreign LLC doing business in Delaware is regarded as having chosen the Secretary of State as the place to deliver papers in civil suits, in state or federal court in Delaware, about business done here (6 Del. C. 18-911). When the Secretary of State receives the papers, the office notifies the LLC by letter to the address the plaintiff supplied, and the plaintiff pays $100 for the service. The risk is that the notice goes to an address the LLC does not watch, and a case can start before the owners know.
Registering late
The way out is to register: file the Certificate of Registration of a Foreign Limited Liability Company for $200 and pay the fine and any fees the code attaches to the years of unregistered work. Give the real start date in article 6. If something on the application proves wrong later, a corrective certificate costs $200 (6 Del. C. 18-905). The stamped copy that comes back is the proof of registration, and a certified copy is $50. Rush service on the registration itself is $50 extra for next day and $100 extra for same day. We register LLCs; how to address the past years, what is owed for them and whether to approach the Division first are questions for a Delaware lawyer.
Corporations and other entities
A foreign corporation faces a fine of $200 to $500 for each offense, and its agent $100 to $500. See the corporation page. Limited partnerships have their own section of the code.
Checking whether an LLC is registered
The Division's site has a search for business entities and an entity status check. The status check costs $10 per entity, or $20 for the detailed report that includes the current filing history. Before assuming an LLC is unregistered, or that it is registered, look it up.
Penalty questions
Does the penalty grow every month?
The code sets $200 for each year or part of a year, not a monthly amount.
Can the other side void my contract?
Not because of the failure to register. The code says it does not impair the contract.
Am I personally liable?
Not for the lack of registration alone, according to the code.
Can I still defend a lawsuit?
Yes. The bar applies to maintaining an action, not to defending one.
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)
- Delaware Code Title 8, chapter 1, subchapter XVI (foreign corporations)
- Division of Corporations, certificates of status and entity status online
Doing business in Delaware?
One order covers the application, the certificate and the agent. After that we flag the June 1 tax.