Foreign LLPs in Delaware: Statement of Foreign Qualification

Delaware treats a partnership whose LLP status comes from some other jurisdiction as a foreign LLP. Its entry ticket is the statement of foreign qualification described in section 15-1102 of the Delaware Revised Uniform Partnership Act. The Division of Corporations in Dover accepts it, and the statute's wording is blunt: before doing business here, the foreign LLP shall register by filing.

Qualifying does not rewrite the partnership's rulebook. Under section 15-1101, the home law keeps governing relations among the partners and between the partners and the partnership, and it also governs the partners' liability for partnership obligations. Delaware cannot refuse the statement because its law differs. The statement also does not authorize any activity that a Delaware partnership could not lawfully carry on as an LLP, so a regulated profession still answers to its own licensing rules.

Delaware gives no definition of doing business for a foreign LLP. The list in section 15-1104 names activities that do not count, and its lead-in says include, so the entries read as examples rather than a closed set. These do not, by themselves, amount to doing business:

• Taking part in, or settling, a lawsuit or similar proceeding
• Partner meetings and other purely internal activity
• Keeping bank accounts
• Maintaining a transfer office or trustees for the partnership's own securities
• Selling through independent contractors
• Soliciting orders that take effect only when accepted outside Delaware
• Selling machinery or plants by a contract made elsewhere, with only supervision of the installation performed here
• Borrowing or lending, with or without security
• Collecting what you are owed, foreclosing, and taking care of property recovered that way
• A lone transaction that does not belong to a series of like ones
• Commerce that crosses state lines
• Acting as an insurance company

Being a partner in a partnership does not, taken alone, count as doing business in Delaware, and the section leaves open questions of service of process, taxation and regulation. Real estate is absent from the list. Nothing in the statute makes ownership of property harmless on its own terms, and nothing makes it a trigger either, so a partnership whose only link is an investment property should ask a Delaware attorney. A Delaware office, local partners or ongoing client work is a clearer case for qualifying.

Delaware's form is the Statement of Qualification of a Foreign Limited Liability Partnership. It is a template with no number. There is no flat fee, which is why no single figure is quoted for this entity. Section 15-1207 and the Division's fee schedule charge $300 for each partner, up to $180,000 for any year. A partnership with six partners, for example, pays $1,800. The statement itself tells the state how many partners there are, so the count you enter drives the bill.

Optional extras are priced separately: $50 for a certified copy, $100 for same-day handling and $50 for 24-hour handling. Send paper to the Division at Suite 4, 401 Federal Street in Dover, or upload the document in the eCorp Business Services area under Document Filing and Certificate Request. That upload route collects the document only and does not total the charges. Checks are payable to the Delaware Secretary of State.

What the statement says

• The partnership's name, which has to finish with an accepted LLP designator (RLLP, LLP, R.L.L.P. or L.L.P., or the spelled-out words), added by you if the home name lacks one
• The jurisdiction and date of formation, together with a statement that the partnership validly exists there as an LLP
• The Delaware registered office, with the agent's name and street address
• The number of partners when the statement takes effect
• A future effective date, only if you want the filing to take effect later

An authorized partner or other person signs.

Delaware requires a certificate of existence with the filing. Section 15-1102(a)(2) calls for evidence of existence from an authorized official in the formation jurisdiction, dated within the preceding six months. A sworn translation accompanies any certificate written in another language.

The owner orders it at home, and the home office decides what to charge. The Division's cover sheet repeats the six-month requirement in plain terms. Because a stale certificate holds up the filing, plan the order around your target filing date, and remember that the statement itself also carries a partner's declaration that the LLP validly exists at home.

The name rule is a suffix rule. If the home name does not already end with one of the LLP designators, Delaware wants one added. The name also has to be available, and the Division asks filers to check its website for availability before submitting.

Agent choices

Section 15-111 requires a registered office in Delaware. It is allowed to be somewhere the partnership never operates, and the agent keeps a business office at that same address. The agent can be the partnership itself, an individual resident of Delaware, or a Delaware LLC, corporation, other partnership or statutory trust. Out-of-state entities of those same kinds may serve too, provided they are authorized to transact business in Delaware.

A company serving as agent maintains a Delaware office that is generally open, and a person serving is generally present at a fixed location, in both cases frequently enough to accept service of process. Work done only through a virtual office, a forwarding mailbox or both does not meet the standard. Replacing the agent is done with a change-of-agent amendment, which the Division lists at $50.

The recurring duty is an annual report, and its fee is another $300 per partner under the same cap. Section 15-1003 sets the deadline at June 1 following the calendar year in which the partnership became authorized in Delaware. The report names the partnership, its home jurisdiction, the number of partners and the Delaware agent. The Secretary of State mails a reminder by March 31. If the report and fee are still missing by June 1 of the following year, the statement is revoked, though the Division takes an application for reinstatement at $200.

Delaware also taxes certain partnerships. Section 15-1208 sets a $400 tax on partnerships that filed a statement of partnership existence, and the Division's tax page speaks of foreign partnerships registered here. Neither source says outright that a foreign LLP owes it, so ask the Division's Franchise Tax section before assuming either way.

Amendments and cancellation

• Amending a statement, such as to correct or update details on file, costs $200.
• Cancelling a foreign qualification costs $200.
• A status that was canceled for a missing agent can be reinstated under section 15-1004.

Sections 15-1103 and 15-1105 set the consequences.

• Access to court. Until a statement of foreign qualification is in effect and the back fees and penalties are paid, the partnership cannot start or continue any action or proceeding in Delaware.
• A fee for each year. A foreign LLP doing business without qualifying owes the Secretary of State $200 per year of default, counting any partial year.
• Contracts and defense. The missing statement does not impair any contract or act, and it does not stop the partnership from defending a case or any other party from enforcing the contract.
• Liability shield. Partners do not lose the limit on their personal liability solely because the statement was never filed.
• Injunction and process. The Court of Chancery can enjoin the partnership from doing business at the Attorney General's request, and the Secretary of State serves as the partnership's agent for lawsuits connected with its Delaware activity.

The foreign qualification checkout at Mainstay serves LLCs and for-profit corporations alone, so an LLP prepares and files its Delaware statement itself, or through its lawyer. Mainstay sells the registered agent, at $149 each year with no change in price at renewal. The Delaware address on your statement is the agent's address, and it becomes part of the public record.

The agent scans each service-of-process document into your account that same business day, and Mainstay does not bill for it. Three government mailings a year are also scanned free. For an LLP that already has an agent of record, Mainstay can file the change of agent for the state's fee. A company can be the agent under section 15-111, and Mainstay's is one. Mainstay isn't a law firm, and the Delaware registered agent page explains the service in more detail.