Delaware Foreign LLC Registration

Are you looking to expand your business to Delaware? Known for its business-friendly laws, registering a foreign LLC in Delaware is a bold decision.

In this guide, I’ll explain the steps to register your foreign LLC in Delaware, making the process smooth and straightforward.

Let’s get started on setting up your business in this corporate haven!

Delaware Foreign LLC Requirements

1. Delaware Registered Agent

To register your foreign LLC in Delaware, you must appoint a registered agent with a physical address. This agent acts as your LLC’s official point of contact for receiving legal documents, government notices, and other important correspondence.

The registered agent must be available during regular business hours to ensure you don’t miss any crucial communications.

However, I recommend using a professional registered agent service. This keeps your address private on registration documents and is generally a safer option.

2. Certificate of Existence

Next, you must provide a Certificate of Existence from the state where your LLC was originally formed. This document, a Certificate of Good Standing, verifies that your LLC is active and compliant with its home state’s regulations. It assures Delaware authorities that your LLC is in good standing and authorized to conduct business.

3. Business Identity

Your application must include details about your LLC’s business identity. This includes the official name of your LLC as registered in its home state and any name under which your LLC will operate in Delaware if it differs. Providing this information helps establish your LLC’s identity and ensures clarity in business dealings within the state.

4. Certificate of Registration

The final step involves completing and submitting the Certificate of Registration to the Delaware Division of Corporations. This form requires specific information:

• Legal Name: The official name of your LLC as it appears in its home state.
• State of Formation: The state or jurisdiction where your LLC was originally formed.
• Registered Agent: The name and address of your Delaware registered agent.
• Principal Office Address: The main business address of your LLC.
• Business Activities: A description of your LLC’s business activities or services in Delaware.

Fulfilling these requirements ensures that your foreign LLC is properly registered and compliant with Delaware’s regulations, allowing you to operate smoothly in the state.

You can file online, by mail, or in person. 

You can file your application by mail or in person at the following address:

Division of Corporations
John G. Townsend Building
401 Federal Street
Suite 4
Dover, DE 19901

How to Register a Foreign LLC in Delaware State

Step 1. Selecting Your Business Name (new or existing)

Start by checking if your LLC’s name is available in Delaware. You can search the Delaware Division of Corporations’ business name database here. If your LLC’s name is already in use or doesn’t meet Delaware’s naming rules, you must select an alternative name for use in the state.

If you choose a new name, note your LLC’s original name in parentheses when registering.

Step 2. Appointing a Delaware Registered Agent (I use Northwest)

Your LLC must have a registered agent with a physical address in Delaware. The registered agent is your LLC’s official contact for receiving legal documents, government notices, and other important correspondence.

This person or business entity must be available during regular business hours to ensure that all critical documents are promptly received and forwarded to you.

I recommend using Northwest Registered Agent as your registered agent service provider.

Please read about my experience with Northwest Agent in this review.

Step 3: Obtain a Certificate of Existence

Acquire a Certificate of Existence (or Certificate of Good Standing) from the state where your LLC was originally formed. This document verifies that your LLC is active and compliant with its home state’s regulations. You can request this certificate from the Secretary of State or equivalent office in your LLC’s formation state.

Step 4: Launch Your Business Identity

Once your LLC is registered and operational in Delaware, focus on building and enhancing your business identity in the new market. Developing a strong, localized digital presence—such as a professional website and active social media profiles—can help establish credibility and connect with potential customers.

A well-presented business identity helps create a trustworthy and professional image, which is crucial for attracting and retaining clients.

Step 5: Complete the Certificate of Registration

Next, fill out and submit the Certificate of Registration for Foreign Limited Liability Company. This form should include:

• Your LLC’s Name in Delaware: Provide the name under which your LLC will operate in Delaware. If the name is unavailable, list a new name and include the original name in parentheses.
• Jurisdiction and Date of Original Formation: Indicate the state or jurisdiction where your LLC was originally formed and its established date.
• Business Purpose: Describe the nature of your LLC’s business activities.
• Registered Agent Details: Provide the name and address of your Delaware registered agent.
• Date of Doing Business: State when your LLC first began or plans to begin operations in Delaware.
• Authorized Person: Include the name and signature of the individual authorized to represent your LLC in Delaware.

The state charges $200 for regular filings. If you need your paperwork processed faster, you can pay an extra $50 to process it within six days. If you need it even quicker, you can pay an extra $100 for same-day processing.

Step 6: Receive Delaware Registration Confirmation

After submitting the Certificate of Registration, you will receive confirmation from the Delaware Division of Corporations. This confirmation proves that your foreign LLC is registered and authorized to do business in Delaware. Keep this document for your records as evidence of your LLC’s registration status in the state.

How long does this take?

Regular filings usually take about two months to process, but it can sometimes take up to four months. If you need it done faster, you can pay an extra $50 to have it processed in about six business days or an extra $100 for one-day processing.

Registration Fee – How Much Does a Foreign LLC in Delaware Cost?

When registering a foreign LLC in Delaware, it’s important to understand the costs involved.

Here’s a breakdown of the key fees you should expect:

• Initial Registration Fee: The basic fee for registering a foreign LLC in Delaware is $200. When you submit your Certificate of Registration, this fee is paid to the Delaware Division of Corporations. It covers the processing and filing of your registration documents.
• Expedited Processing Fees: If you need your registration processed faster than the standard processing time, you can pay additional fees:
  • 6 Business Days Processing: For an extra $50, your filing will be processed in approximately six business days.
  • One-Day Processing: For an additional $100, you can process your filing within one business day.
• Annual Franchise Tax: Once registered, your foreign LLC will also be subject to Delaware’s annual franchise tax. The minimum annual tax is $300, but it can be higher depending on your LLC’s income and asset value. This tax ensures that your LLC remains in good standing with the state.
• Other Potential Costs: Depending on your business, you might incur additional costs such as business licenses, permits, and professional service fees (e.g., legal or accounting services).

Understanding these costs helps you budget effectively and ensures you meet all financial obligations when registering your foreign LLC in Delaware. By planning for these expenses, you can focus on successfully expanding your business into the state.

Additionally, if you decide to use a professional registered agent service, there will be an extra cost. Registered agent fees vary – from $200 up to $1000. But my favorite registered agent costs less than $100. Click here.

Do foreign LLCs in Delaware need to file a Certificate of Formation?

Foreign LLCs in Delaware are not required to file a Certificate of Formation. The Certificate of Formation is only for LLCs originally formed in Delaware. Since your LLC was formed in another state, you must file a Certificate of Registration instead.

This document allows your foreign LLC to operate in Delaware legally. It involves providing key information about your business, such as its name, jurisdiction of formation, registered agent details, and business activities in Delaware.

Filing the Certificate of Registration and the associated fees ensures compliance with Delaware state laws for foreign businesses.

How are Foreign Entity LLCs in Delaware taxed?

Foreign LLCs in Delaware are, by default, taxed as pass-through entities. This means the LLC itself does not pay federal income taxes. Instead, the profits pass through to the members, who report this income on their tax returns.

Pass-Through Taxation

• Personal Income Tax: Members report their share of the LLC’s profits on their personal tax returns and pay taxes at their rates.
• Self-Employment Taxes: Members must also pay self-employment taxes (15.3% for Social Security and Medicare) on their business income.

Corporate Taxation Options

Foreign LLCs can choose to be taxed as a corporation:

• S Corporation (S-Corp): Allows pass-through taxation but can reduce self-employment taxes. Only salaries are subject to self-employment taxes, while the remaining profits are taxed as dividends.
• C Corporation (C-Corp): The LLC pays corporate taxes on profits. Distributed dividends are taxed again at the individual level, leading to double taxation but offering benefits like retained earnings and certain deductions.

State-Level Taxation

• Delaware Franchise Tax: All LLCs must pay an annual franchise tax, starting at $300.
• State Income Tax: Delaware doesn’t impose state income tax on LLCs, but members must pay taxes in their home states.

FAQs on Delaware Foreign LLC Registration

Can I Be My Registered Agent for My Delaware LLC?

Yes, you can be your registered agent for your Delaware LLC, provided you have a physical address in Delaware and are available during business hours to receive important legal and government documents.

Why Hire a Delaware Registered Agent Service?

Hiring a Delaware-registered agent ensures you never miss important documents or deadlines. A professional service provides a reliable physical address in Delaware, manages legal correspondence, and helps maintain your privacy by not having your address on public records.

How Can I Withdraw My Delaware Foreign LLC?

You must file a Certificate of Cancellation of Foreign Limited Liability Company to withdraw your Delaware foreign LLC with the Delaware Division of Corporations. This form requires details about your LLC and a statement confirming that it is no longer conducting business in Delaware.

Is a Physical Presence Required in Delaware to Form an LLC as a Foreigner?

No, a physical presence is not required to form an LLC in Delaware as a foreigner. However, you must appoint a registered agent with a physical address in Delaware to handle legal and government correspondence on your behalf.

How Do I Amend a Foreign LLC in Delaware?

To amend a foreign LLC in Delaware, file a Certificate of Amendment for Foreign Limited Liability Company with the Delaware Division of Corporations. This form requires the specific changes you wish to make to your LLC’s registration, such as changes to its name or registered agent.

What Does It Mean to Do Business in Delaware?

Doing business in Delaware generally means having a physical presence, such as an office or employees, conducting business transactions, or engaging in activities that are not isolated or infrequent. If your LLC does business in Delaware, it must register as a foreign LLC.

Does a Foreign LLC Have to File an Annual Report in Delaware?

No, Delaware does not require foreign LLCs to file an annual report. However, they must pay an annual franchise tax of $300 to maintain their good standing in the state.