How to register a foreign LLC in Delaware
A foreign LLC registers in Delaware by filing a Certificate of Registration of a Foreign Limited Liability Company with the Delaware Division of Corporations under 6 Del. C. § 18-902. It includes a certificate of existence from its home jurisdiction dated within six months before filing, and names a Delaware registered agent.
Checked against the Delaware Division of Corporations and the statute, November 2026.
- Application
- Certificate of Registration
- Home-state certificate
- Required, within six months
- Delaware registered agent
- Required
- Filed with
- Division of Corporations
How it works in Delaware
- From the home stateCertificate of existence, dated within six months before filing
- In DelawareA Delaware registered agent
- The filingCertificate of Registration
Delaware Division of Corporations
When does a foreign LLC have to register in Delaware?
A foreign LLC registers “before doing business in the State of Delaware” (6 Del. C. § 18-902). The registration states the date the LLC first did, or intends to do, business in Delaware.
The Division of Corporations states that it does not provide legal advice, so whether a particular activity counts as doing business in Delaware is a question for your own counsel.
Which form, and where is it filed?
Certificate of Registration of a Foreign Limited Liability Company, under 6 Del. C. § 18-902. Through the Division’s online filing service or by mail.
The Certificate of Registration is filed with the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901. The Division’s fillable forms can be submitted through its Document Filing and Certificate Request Service or by mail with a cover sheet, and expedited services are available.
The form must set out the LLC’s specific purpose — the Division says a general purpose statement is not sufficient — and be signed by an authorized person, with the name typed or printed under the signature.
The Certificate of Registration on the Division of Corporations’s site
Does Delaware need a certificate of good standing?
Required. The registration is accompanied by a certificate, as of a date not earlier than six months before filing, issued by an authorized officer of the home jurisdiction evidencing the LLC’s existence (§ 18-902(2)). A certificate in a foreign language needs a translation under oath.
Does a foreign LLC need a Delaware registered agent?
Required. Every foreign LLC registered in Delaware keeps a registered office and a registered agent for service of process in the state, with a business office identical to the registered office (§ 18-904(b)). The agent may be an individual Delaware resident or a qualifying entity. The registration also appoints the Secretary of State as agent for service of process in the circumstances of § 18-910(b).
What if the LLC’s name is taken in Delaware?
A foreign LLC may register under any name — its home name or another — that includes “Limited Liability Company”, “L.L.C.” or “LLC” and could be registered by a Delaware LLC (§ 18-904(a)). If the Delaware name differs from the home name, the form lists the home name in parentheses. A name that is not distinguishable from an existing Delaware record needs that entity’s written consent, filed with the Secretary of State. Reserving a name is optional and holds it for 120 days.
Is it the same filing for a corporation?
No. Everything above is the rule for a foreign LLC. A corporation formed outside Delaware files the Division’s separate Foreign Qualification form, also with a Certificate of Existence from its home jurisdiction.
What does Delaware expect after the LLC qualifies?
Qualifying is the start, not the end: the LLC now owes Delaware the same kind of upkeep as a local company.
Annual tax
A foreign LLC registered in Delaware pays an annual tax by June 1 of each year following the close of the calendar year in which it registered (6 Del. C. § 18-1107). The Secretary of State mails a statement at least 60 days before June 1; a late penalty and interest apply if it is not paid on time.
Agent resignation
If the registered agent resigns, the LLC must designate a new one within 30 days after the agent’s certificate of resignation is filed; otherwise it may not do business in Delaware and its registration is canceled.
What the annual franchise tax report or annual tax asks for, when it is due and who files it: Delaware annual franchise tax report or annual tax. Every recurring Delaware deadline, by entity type, is in the compliance calendar. LLCity files recurring state reports for you — see Run services.
What happens if a foreign LLC does business in Delaware without registering?
A foreign LLC doing business in Delaware without registering cannot maintain any action, suit or proceeding in Delaware until it registers and pays the fees and penalties for the years it went unregistered; it is fined for each year or part of a year it failed to register; and the Court of Chancery can enjoin it from doing business in the state (§§ 18-907, 18-908). Its contracts stay valid and it can still defend itself.
Already doing business there? Tell us when the LLC started, and we will check what the Division of Corporations will ask for before anything is filed.
Questions about foreign qualification in Delaware
What does a foreign LLC file to register in Delaware?
A Certificate of Registration of a Foreign Limited Liability Company under 6 Del. C. § 18-902, filed with the Delaware Division of Corporations with a certificate of existence from its home jurisdiction.
How recent must the certificate of existence be for Delaware?
Dated not earlier than six months before the registration is filed (§ 18-902(2)).
Does a foreign LLC pay Delaware’s annual tax?
Yes. A foreign LLC registered in Delaware pays the annual LLC tax by June 1 of each year following the year it registered (§ 18-1107). A late penalty and interest apply if it is late.
Does a foreign LLC need a Delaware registered agent?
Yes. It must keep a registered office and a registered agent in Delaware (§ 18-904(b)).
Which Delaware laws and pages is this based on?
6 Del. C. chapter 18, subchapter IX (§§ 18-901–18-912)
Sources, checked November 2026:
- Delaware Division of Corporations— Certificate of Registration of a Foreign LLC, with instructions (rev. 8/2026)
- Delaware General Assembly— 6 Del. C. ch. 18, subch. IX (§§ 18-902, 18-904, 18-907, 18-908)
- Delaware General Assembly— 6 Del. C. § 18-1107 (annual tax)
- Delaware Division of Corporations— How to Form a New Business Entity (filing service, name reservation)
- Delaware Business First Steps— Foreign Qualification for Corporations
Checked against the Delaware Division of Corporations and the statutes above · Last reviewed November 2026. No fees are shown: state fees are confirmed with you before anything is filed. Not legal advice: the filing office has the final word on your entity.
Delaware
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Tell us the entity, its home state and when it starts doing business in Delaware. We order the certificate, appoint the registered agent and file the Certificate of Registration — for one entity or a whole portfolio. Most quotes are same-day; call 212-202-5750.