Delaware Registered Agent for Foreign Entities

An LLC formed in another state that does business in Delaware has to register here first. Under 6 Del. C. Section 18-902, it files a Certificate of Registration of a Foreign Limited Liability Company with the Division of Corporations, and that certificate names a Delaware registered agent.

Why Register a Foreign Entity in Delaware

1. You operate in Delaware The LLC Act requires registration "before doing business in the State of Delaware." Section 18-912 lists activities that don't count on their own: lawsuits and settlements, member or manager meetings and other internal affairs, bank accounts, securities transfer offices, using independent contractors to sell, orders accepted outside Delaware, certain out-of-state sales of machinery that include installation supervision, borrowing or lending, debt collection and foreclosure, an isolated transaction that isn't part of a series, interstate commerce, and doing business as an insurance company. Being a member or manager of an LLC doesn't count either. The list isn't Delaware's test for taxes, regulation or service of process.

2. What registration doesn't change Registering as a foreign LLC doesn't move your company's home: the law of its home jurisdiction still governs its organization, internal affairs and the liability of its members and managers (Section 18-901). Companies that want Delaware law to govern form a Delaware LLC instead.

If you skip registration while doing business here, Section 18-907 keeps your LLC from maintaining a lawsuit in Delaware until it has registered and paid every fee and penalty owed for the years it operated here unregistered, and it sets a $200 fine per year (or partial year) without registration. The Court of Chancery can also enjoin it from doing business at the attorney general's request (Section 18-908). Contracts stay valid, the LLC can still defend itself, and members and managers aren't liable just because it didn't register.

Foreign Qualification Process

Step 1: Get a Certificate of Existence Order one from the state where your LLC was formed. Delaware requires it to be dated within six months before you file, with a sworn English translation if it's in another language.

Step 2: Designate a Delaware Registered Agent The agent keeps a business office at your Delaware registered office and can be a Delaware resident, any Delaware business entity of the kinds the statute lists (LLC, corporation, partnership, statutory trust), or an out-of-state entity of those same kinds that's authorized to do business here. Your own foreign LLC can't be its agent.

Step 3: File the Registration

• Foreign LLC: File a Certificate of Registration of a Foreign Limited Liability Company (rev. 8/2026 template) with the Division of Corporations
• Foreign Corporation: File a Certificate of Registration as a Foreign Corporation

The LLC certificate gives the name you'll register under (and your home name, if different), your home jurisdiction and formation date with a statement confirming the LLC validly exists under its home law, the specific nature of your Delaware business (a general purpose statement isn't enough), your registered office and agent, and the date you first did or intend to do business in Delaware.

Step 4: Pay the Filing Fee The fee for an LLC's Certificate of Registration is $200, and a certified copy costs $50 more. Expedited processing is available for an added fee.

Step 5: Comply with Ongoing Requirements After registration, your foreign LLC must:

• Pay Delaware's $400 annual tax by June 1 each year after the year you register (House Bill 400 raised it from $300 in 2026); late payment brings a $200 penalty plus 1.5% interest a month
• Maintain a valid registered agent at all times
• Know that Delaware LLCs and registered foreign LLCs file no annual report; the tax is the yearly obligation
• Cancel the registration with a certificate of cancellation ($200) if you leave, after paying that year's tax

Registered Agent Role for Foreign Entities

Your Delaware registered agent serves the same function for a foreign-qualified entity as for a Delaware-formed entity:

• Receives service of process if your entity is sued in Delaware
• Receives the annual tax statement, which the Secretary of State mails in care of the registered agent at least 60 days before June 1
• Provides a reliable point of contact for the state

Franchise Tax for Foreign Entities

• Foreign LLCs: $400 annual tax, due June 1
• Foreign Corporations: No franchise tax calculation; instead a yearly report due to the Delaware Secretary of State by June 30, with a $250 filing fee (another $250 is added if it arrives late).

Using Our Service

Sign up for $99/year and we provide:

• A Delaware registered agent address for your foreign qualification filing
• Same-day scans of everything we receive, posted to your online portal
• Franchise tax and compliance deadline reminders
• Our Delaware address on your registration (the certificate doesn't ask for your out-of-state office)

One more option: we can prepare and submit the Certificate of Registration itself. That service runs $199 plus Delaware's filing fee ($200 for a foreign LLC), and your first year of agent service is folded into it.

Order Here Questions about foreign qualification in Delaware? Contact us.