Delaware Foreign Registration › Doing business?
When does a foreign LLC have to register in Delaware?
A foreign LLC must register in Delaware before it does business there, and the Delaware Code names 12 activities that stay outside the definition of doing business. An LLC that goes past them without registering owes $200 for each year or part of a year (6 Del. C. 18-907(d)).
The rule in the statute
Under section 18-902, registration with the Secretary of State has to come before the LLC starts doing business in Delaware. The meaning of doing business appears in the section on unregistered companies: the course or practice of carrying on any business activities in Delaware, solicitation of business or orders in the state included (6 Del. C. 18-911(b)). Soliciting counts, so a Delaware sales presence can trigger the rule even with no office. Everything turns on the second half of the code, which says what does not trigger it.
The twelve activities that are not doing business
| Activity | In plain terms |
|---|---|
| Going to court | Bringing, defending or settling a lawsuit or proceeding |
| Internal governance | Members or managers meeting here, or other work on the LLC's own affairs |
| Bank accounts | Keeping an account in Delaware |
| Securities agents | Keeping offices, trustees or depositories that handle the LLC's own securities |
| Independent contractors | Selling through them |
| Orders accepted elsewhere | Winning orders by mail, employees or agents when the contract only forms outside Delaware |
| Installation contracts | A contract made outside Delaware to deliver machinery or plant that needs skilled supervision, with only those services here |
| Borrowing and lending | Creating or taking on debt, secured or not |
| Collections | Collecting debts, foreclosing, and holding the property so acquired |
| One-off deals | A lone transaction outside any pattern of similar dealings |
| Interstate commerce | Business done in interstate commerce |
| Insurance | Doing business in Delaware as an insurance company |
Two limits close the list. Holding a membership in, or managing, a Delaware or foreign LLC is not enough by itself. And the list answers only the registration question; whether the LLC can be sued, taxed or regulated under other Delaware laws stays open (6 Del. C. 18-912(c)).
Reading the list sensibly
Several items protect conduct that is passive or that finishes somewhere else. A bank account, a lawsuit, a loan and a board meeting do not make a business present in the state. The order-taking item protects sales where Delaware is only the destination. The isolated transaction item has the most scope for argument, since the statute gives no count or dollar amount, only the test of whether the deal was one of a series. The statute does not explain "interstate commerce" either, so a company that ships goods into Delaware sits in a close case.
Common situations and how they line up
An employee who works from home in Delaware is the usual starting point. Nothing in the list covers an employee, and carrying on activities in the state is the definition, so an LLC with a regular employee here should not assume it is exempt. A warehouse or office leased here raises the same question. A single customer in Delaware served from out of state looks like the order-taking item and the interstate item. Rental property depends on how much activity goes with it. Holding a Delaware bank account for a company run elsewhere is expressly outside the rule. None of these is a ruling; they are patterns.
Situations compared
| Situation | Likely reading | Why |
|---|---|---|
| Bank account in Delaware, no other activity | Not doing business | Bank accounts are listed |
| One-time sale to a Delaware buyer | Possibly not | The isolated transaction item |
| Customers in Delaware, goods shipped from outside | Close case | Orders accepted elsewhere and interstate commerce are listed |
| Employee working from a Delaware home | Likely doing business | No listed item covers it |
| Leased office or warehouse in Delaware | Likely doing business | Ongoing activity from a fixed place |
| Sales team calling on Delaware accounts | Close case | Soliciting counts unless orders are accepted elsewhere |
| Member of a Delaware LLC only | Not doing business | The member-or-manager limit |
"Likely" here means a pattern, not a legal opinion.
The cost of getting it wrong
The Delaware Code attaches three consequences to doing business without registering. The LLC is fined $200 for each year or part of a year. It is barred from pursuing a claim in a Delaware court until it registers and pays every fee and penalty for the years it should have been registered. And papers in civil cases that grow out of Delaware business may be served on the Secretary of State, who stands in as the LLC's agent. The code limits the damage too. A contract the unregistered LLC made is still good, the other side keeps its right to sue on it, the LLC may defend itself in court, and no member or manager takes on personal liability from the missing registration alone. The penalty page covers each.
When the answer is to register
Registration costs $200 once and $400 a year. If your Delaware activity is regular, if you need to sue someone in a Delaware court, or if a customer or bank requires proof that the LLC may work here, registering is cheaper than arguing about the list. If your activity is passive and fits an item, you may not need to register, and you will have saved the yearly tax.
Whether your facts count
That depends on your facts; a Delaware business lawyer can tell you whether a specific set of activities amounts to doing business. We tell you what the statute lists, what the Division charges and what the registration route looks like, and if you register, we prepare the filing and submit it.
Doing business in Delaware: questions
Does a Delaware bank account force registration?
No. Bank accounts are among the activities the code puts outside doing business.
Does owning a Delaware LLC make my company foreign here?
No. Owning an interest in a Delaware LLC, or managing one, does not alone count.
Is there a dollar threshold?
No. The isolated transaction item turns on whether the deal is one of a series, not on size.
Do I register before the first sale?
The code says before doing business, and the form accepts a planned start date.
Does the list stop Delaware from taxing the LLC?
No. The list settles only whether registration is required, and leaves service, tax and regulation under other laws open.
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.