Registering a Foreign LLC in Delaware

Before you file, look at what registration commits you to afterward. A foreign LLC registered in Delaware pays an annual tax under 6 Del. C. § 18-1107, and Delaware raised that tax from $300 to $400 in 2026. It is due on June 1 following the close of the calendar year in which the registration was filed, so a company that registers in November 2026 owes its first tax by June 1, 2027. There is no proration for a partial year. The Division says there is no annual report to file, only the payment.

The state mails the tax statement in care of your registered agent at least 60 days before the deadline. Missing it is expensive: a penalty equal to the registration fee ($200), plus interest at 1.5% a month on the tax and the penalty. An LLC that neglects or refuses to pay it ceases to be registered in Delaware at all, and it can be restored by paying the tax, penalties and interest. Because the statement goes to the agent's address, do not wait for a bill to remember the date.

Section 18-902 says a foreign LLC must register with the Secretary of State before doing business in Delaware. The filing is the Certificate of Registration of a Foreign Limited Liability Company, a template with no form number, from the Division of Corporations in Dover. The Division takes it through its Document Filing and Certificate Request Service or by mail. The online service is for submission only and does not calculate fees, and charges are applied when the order is processed.

The state fee is $200. A certified copy costs another $50 if you want one. Our checkout charges $199 for the preparation plus the $200 filing fee, $399 today.

The certificate states the name you register under, your home jurisdiction and formation date, and that the LLC validly exists as of the filing date. It also states the nature of the business to be conducted in Delaware, the registered office and agent, and the date you first did or plan to do business in the state. Delaware's instructions say a general purpose statement is not enough, so describe what the company actually does. The certificate names the Secretary of State as an agent for service under § 18-910(b), and an authorized person signs it. It asks for no principal office address.

Delaware insists on a Certificate of Existence from the state or country where your LLC was formed, issued by an authorized officer there. Under § 18-902(2) it must be dated no earlier than six months before the Delaware filing date, so an old one sitting in a drawer may be stale. If it is in another language, attach a translation made under oath by the translator.

You order it from your home state's filing office, which sets the price, and it has to be on hand when the Delaware certificate goes in. Nothing in the statute or the form calls for a certified copy of the formation documents.

Delaware never defines "doing business." Section 18-912 gives a list of things that do not count, and says the list is not limited to those items. The dozen entries are:

• defending, settling or maintaining a lawsuit;
• meetings of members or managers and other internal matters;
• bank accounts;
• securities transfer offices and trustees;
• selling through independent contractors;
• orders that need approval outside Delaware to become contracts;
• selling machinery made elsewhere when installation is only supervised, with the work done by others;
• borrowing and creating security interests;
• collecting debts, foreclosing, and holding the property acquired;
• a one-time transaction that is not part of similar deals;
• interstate commerce; and
• conducting business as an insurance company.

A member or manager does not count as doing business just by holding that role, and the section does not decide questions of service of process or taxation. If your LLC has Delaware staff, a physical presence or regular contracts here, treat the question as answered.

Delaware lets a foreign LLC register under any name that includes the words Limited Liability Company or the designation L.L.C. or LLC, provided a Delaware LLC could use it too, and that a Delaware LLC could use, meaning distinguishable on the Division's records unless the other entity consents in writing (§ 18-904). The statute expressly lets you register under a name that is not your home-state name, so a name conflict can be handled by choosing a different one.

Delaware calls the role a registered agent and requires a registered office, which can but need not be your business address. The agent may be an individual resident of Delaware, a domestic entity, or a foreign entity authorized to transact business in Delaware, but not the foreign LLC itself. An entity agent must keep a business office in the state that is generally open, and an individual agent must be generally present at a set location often enough to accept service. Section 18-104(g) also has you give the agent the name, business address and telephone number of a natural person as your communications contact.

Under § 18-907, an unregistered foreign LLC cannot maintain a lawsuit in Delaware until it has registered and paid the fees and penalties for every year, or part of a year, it did business without registering. Contracts are not impaired, the other side to a contract can still sue on it, and the LLC may defend any action. A member or manager is not made personally liable only because the company did business here unregistered.

The money consequence is a fine of $200 for every year, or fraction of one, that the company went without registering, paid to the Secretary of State. Section 18-908 adds that the Court of Chancery can enjoin an unregistered foreign LLC from doing business in Delaware, with the Attorney General proceeding on a motion or on the relation of proper parties.

Registering does not move your company's governing law. Under § 18-901, the law of the formation jurisdiction continues to govern its organization, its internal affairs and the liability of its members and managers.

To end the registration, you file a certificate of cancellation (§ 18-906), and the fee matches the registration fee, $200. The full annual tax for the year the cancellation takes effect has to be paid before the certificate is filed. State tax registrations beyond Delaware's annual LLC tax may also apply to your business.

You hand over the company's details and your home-state proof of existence, and we draft the Certificate of Registration and file it with the Division of Corporations. A Delaware registered agent for the LLC is included for the first year at no charge, and costs $149 a year after that. When service of process reaches our office for your company, we scan it and upload it the same business day, with no fee.

Your payment today covers the Delaware filing and the first twelve months of agent service. It does not cover the June tax payment, which is yours to make to Delaware, and it does not include any other tax work. Mainstay prepares and files documents; it is not a law firm.

A corporation formed elsewhere registers through the same checkout, and its fee and total are the same as an LLC's, $399.