Delaware foreign LLC registration, start to finish

The question comes before any form. Delaware calls an LLC foreign if some other state, territory or country gave it life. An LLC formed in Delaware is domestic and never registers; it already has a certificate of formation on file and pays the same yearly tax as a registered foreign LLC. If you have a Delaware company that does business in another state, you want the other state's registration, not this one. For everyone else the code is plain that registration comes before doing business, not after (6 Del. C. 18-903).

The LLC may register under its home-state name or under a different one, as long as the name contains Limited Liability Company, L.L.C. or LLC and could be registered by a Delaware LLC. It must also be distinguishable on the Division's records from the names of Delaware corporations, partnerships, trusts, LLCs and limited partnerships, including reserved names (6 Del. C. 18-904(a)). When the registering name differs from the home name, the application states the home name in parentheses. A name can be held for 120 days for $75, which helps when the certificate and the agent will take a while, though the Division says a reservation is not required and that it may shorten processing.

The certificate proves the LLC exists in its home state. Delaware wants it dated not earlier than 6 months before the filing, issued by an authorized officer of the home jurisdiction. Each state names it in its own way and sets its own price and delivery method. If the date slips beyond six months the application may be turned away, so the order of work matters: confirm the name and agent first, then order the certificate, then file.

There are two routes. You can submit through the Division's Document Filing and Certificate Request Service, which accepts the order online, charges the card or bank account when the order is processed and sends an invoice. The service leaves the fee arithmetic to the filer, so the order must state the exact amounts due. Or you can mail the application, the certificate and a check payable to the Delaware Secretary of State to the Division in Dover, with a cover sheet that gives your name, return address and phone number. The state returns orders by regular mail unless you supply a FedEx or UPS account number.

Once the application checks out against the statute and the fees are in, the office stamps the original Filed with the date and hour, indexes it, and sends a certified copy back to whoever filed. The endorsement is conclusive of the filing date unless there was fraud. Registration also makes it unnecessary to file other documents under chapter 31 of Title 6 (6 Del. C. 18-903). Delaware gives no standard processing time for ordinary filings, so the time between sending and getting the copy depends on volume and on whether you bought faster service.

If a statement in the application was false or facts changed, the LLC must promptly file a corrective certificate, for $200. The Division also lists preclearance of a document before filing at $350 (6 Del. C. 18-1105(a)(8)), and copies it provides for certifying at $2 a page (6 Del. C. 18-1105(a)(4)). A change that touches only the registered office or agent can be filed on a certificate captioned as such for $50. A change of name at home alters a fact the application stated, so it is reported the same way. Keep a short list of what the application said and check it against reality each spring when the tax statement arrives.

An LLC that stops working in Delaware files a certificate of cancellation, pays $200 and settles the tax for the year of cancellation first. The cancellation page has the form and the traps. Cancelling does not end the Secretary of State's authority to receive process for claims that arose from Delaware business.

A stale certificate leads the list: the home state issued it, the owner waited for the agent to answer and the date passed six months. Second is the purpose clause. The form says a general statement is not sufficient, so "any lawful business" is the wrong thing to write; describe what the LLC will actually do here. Third is the agent, named without being asked, who then declines to serve. Fourth is the tax, which owners expect to arrive as an annual report and which does not, since the only thing the Division wants each year is the payment.

The steps change little for other entity types, but the forms and yearly costs differ. A foreign corporation files a qualification certificate for $245 and then a yearly report, due June 30; see the corporation page. A foreign limited partnership files its own certificate of registration for $200 and pays the same $400 tax as an LLC. For foreign nonprofits and LLPs, write to us before ordering and we quote the filing.

Send us the LLC's details and the day its Delaware work started or will start. We check the name, order the certificate, complete the six articles, file and pay the state fee. We do our side for $199. The first June 1 is noted and we tell you when it comes. To file on your own, the do-it-yourself page follows the Division's route.