Delaware Foreign Registration › From Wyoming
Taking a Wyoming LLC into Delaware
A Wyoming LLC registers in Delaware on the Certificate of Registration of a Foreign Limited Liability Company for $200, and then owes Wyoming's $60 minimum plus Delaware's $400 tax each year, $460 together. The first year, with the registration, is $660 in state charges.
Wyoming and Delaware side by side
| Topic | Wyoming | Delaware |
|---|---|---|
| Entry filing | Already formed | Certificate of Registration of a Foreign Limited Liability Company, $200 |
| Home-state certificate | Free online through the Secretary of State | Required, dated within 6 months of filing |
| Yearly charge | $60 minimum | $400 tax, due June 1 |
| Annual report | On the Wyoming schedule | None |
| Agent | A Wyoming agent | A Delaware resident or an entity with a Delaware office |
| If the yearly charge is late | Set by Wyoming | $200 plus interest, and the registration lapses |
What changes for a Wyoming LLC
Very little changes at home. The LLC keeps its Wyoming agent and its Wyoming filings. It adds a Delaware filing, a Delaware agent, a certificate and a tax. The new tax is the one to plan for: it is more than six times the Wyoming minimum, and it does not depend on revenue or on how much work the LLC does in Delaware. A Wyoming LLC with a single Delaware customer and one with a Delaware office pay the same $400.
The certificate costs nothing in Wyoming
Delaware needs a certificate of existence from the home jurisdiction, no more than 6 months old on the filing date. Wyoming issues a certificate of good standing free online, so the six-month rule costs only the few minutes to download a fresh one. The order of work is simple: pull the certificate on the day you are ready to file, not the week before you start collecting everything else.
Filling in the Delaware form from a Wyoming record
Article 1 is the name as Wyoming spells it, with the ending, unless Delaware's records hold too similar a name, in which case the registering name differs and the home name goes in parentheses. Article 2 gives Wyoming and the date of formation shown on the certificate, followed by the statement that the LLC validly exists there. Article 3 needs a specific purpose in Delaware, and article 4 the Delaware agent and street address. Article 5 is printed. Article 6 asks for the day work in Delaware started or will start.
What Delaware does not ask for
The six articles do not ask for the names of members or managers, the operating agreement or the Wyoming articles of organization. One authorized signer prints a name, and that name is the only individual on the application. Keep the Wyoming papers in order for a bank or a counterparty, and treat them as support, not as part of the filing. If privacy was part of the reason to form in Wyoming, note that the Delaware application adds a public record of the LLC, its agent and its purpose.
The yearly figure
Delaware's tax of $400 plus Wyoming's minimum of $60 makes $460 a year in state charges. In the first year, add the $200 registration. The figures leave out the registered agents in both states, any rush service and our own charge. Run them against what the Delaware work earns before you decide to register.
Calendars to keep
| What | Wyoming | Delaware |
|---|---|---|
| Charge | $60 minimum | $400 |
| When | On the Wyoming schedule | June 1 each year |
| If missed | Set by Wyoming | Registration lapses; no suits in Delaware courts |
| Change of agent | Set by Wyoming | $50 |
Wyoming standing and Delaware standing are separate
A Wyoming certificate of good standing shows the LLC is current at home and says nothing about Delaware. The Delaware record has its own status, which a Delaware certificate of status, $50 for the short form, reflects once the LLC is registered and its tax is paid. The Division will not issue it for an LLC that owes tax. A bank that asks for Delaware proof wants that one.
Registering a Wyoming LLC in Delaware
Note the start date
The day Delaware work began, or will begin.
Choose the Delaware agent
A resident individual or an entity with a Delaware office.
Pull the Wyoming certificate
Dated within 6 months of the filing day.
Complete the six articles
With a specific purpose in Delaware.
File and pay
$200 to the Division of Corporations.
Diary June 1
The first $400 payment.
Questions from Wyoming LLC owners
Does my Wyoming agent work in Delaware?
Only if it is an entity with a Delaware business office at the registered office. A Wyoming office alone does not qualify.
Does Wyoming reduce its charge once the LLC is registered here?
No. Wyoming's minimum is unaffected by what the LLC does elsewhere.
Do I report my members to Delaware?
The six articles do not ask for members or managers.
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)
- Wyoming Secretary of State, Business Division fee schedule
- Delaware Division of Corporations, LLC/LP/GP annual tax
- 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.