Register Your Delaware Foreign Corporation
If your existing corporation plans to do business in Delaware, but was originally formed in another jurisdiction, you’ll need to register as a foreign corporation. To register as a foreign corporation in Delaware, you need to file the Foreign Corporation Certificate with the Delaware Division of Corporations. You can submit by mail, in person, or online. This costs $245 to file.
Below we’ll go over the steps for registering as a foreign corporation in Delaware. Rather have us handle it for you? For just $225 + state fees, we’ll take care of it.
Ready to Register A Foreign Corporation?
Get StartedHow to Register as a Foreign Corporation in Delaware
To register as a foreign corporation in Delaware, you must complete a process called foreign qualification. This lets Delaware know that you are a business formed in another state/territory and would like to expand to do business in Delaware’s borders.
Foreign qualification is simpler and faster than starting a brand new business. While there is paperwork to receive and submit, you get to skips steps that your business has already covered, like getting an EIN, writing corporate bylaws, and opening a bank account. Registering as a foreign corporation lets you keep your business structured and organized as it already is.
Let’s go over how to register as a foreign corporation in Delaware.
1. Name Your Delaware Corporation
Your corporation already has a name registered with its home state. However, business names are registered on the state level, so it might not be available in Delaware even if you’ve been using it in your state for years. To check to see if your business name is available, complete a free business name search.
Once you pick an available business name, you can reserve it by filing the Application for Reservation of a Corporate Name. This costs $75.
2. Designate a Registered Agent
A Delaware registered agent is the person or business who receives legal mail like service of processes on behalf of your business. This can be an individual or a business as long as they are located physically in Delaware. The good news is that we’re a nationwide registered agent service so we can represent you in any (and all) states.
3. Start your Business Identity
Once your business is legal in the new state, you’ll want to be ready to make sales. Forming your business identity, or the way you present yourself to your potential clients, can prepare customers for your upcoming products and services.
Maybe you’ve never started getting your business out there. Now’s a great chance to start a business website or get a custom business email address.
Maybe you already have a digital presence, but now you want to make it easier for out-of-state people to find you, and start building awareness and a trustworthy reputation in your new territory. Consider getting a phone service that has the local area code or a local business address to use on documents where possible. Either way, make sure your business has a way to market itself in the new state, especially if you are not opening a brick-and-mortar.
4. Get Certificate of Good Standing from Home State
A certificate of good standing or existence is given to a business from its home state to show that it is up-to-date on paperwork, fees, and taxes with the state. In order to register as a foreign corporation in Delaware, you will need to receive a certificate of good standing from your home state that is dated less than 6 months prior to your Delaware registration.
5. Submit Foreign Corporation Certificate
To register to do business in Delaware as a foreign corporation, you must file the Foreign Corporation Certificate along with a certificate of good standing from your home state. This costs $245 to file.
You will need to include:
- The name of your foreign corporation
- The state of original incorporation
- The business’s purpose
- The name and address of the Delaware registered agent
- The assets and liabilities
- Signature of an authorized officer
The Delaware Secretary of State also requests you submit a cover letter with your name, phone number, and address. This lets them contact you quickly if there is an issue with your application.
You may file via mail or online. The online portal is only available Monday through Thursday from 7:45am until 11:59pm (EST).
Online:
Document Filing and Certificate Request
Mail:
Division of Corporations
John G. Townsend Building
401 Federal Street
Suite 4
Dover, DE 1990
6. Receive Certificate of Qualification
A Certificate of Qualification will be sent by mail alerting you that your corporation is cleared to do business in the state as a foreign entity.
7. File Delaware Reports and Taxes
All Delaware foreign corporations are on the hook for annual reports and taxes in Delaware as well as their home state (and any other state they are registered to do business in.) Here’s what that looks like for Delaware:
- Delaware Annual Reports are due on June 30th. It costs $125. If the report is late, there will be a $125 penalty fee.
- Delaware Franchise Taxes have a minimum of $175 and a maximum tax of $200,000. They are due on or before March 1st. After March 1st, there is a $200 late fee, and interest of 1.5% is added each month.
- Delaware Corporate Income Tax is currently set at 8.7% of all federal taxable income.
Northwest Can Register Your Delaware Foreign Corporation
If you’d rather skip the hassle, we can help. Our foreign qualification package is $225 + state fees. This includes:
- Registering your business as a Delaware Foreign Corporation. We’ll file your paperwork and let you know when it’s approved.
- Serving as your business’ Delaware Registered Agent. We can be your RA in as many states as you want to expand into.
- Launching your business identity. We’ll get you a digital presence, including a business email address, phone service, and mail forwarding. Plus, we’ll put together a custom website with a domain, web hosting, and security in place. These will all be free for 90 days. After that, most services are $9/month.
- Sending reminders for your Delaware annual report. We can even file this for you. We’ll send you a reminder about the report 90 days before they’re due, and you can either have us file for you or opt out of the service.
Delaware Foreign Corporation FAQs
To amend your foreign corporation, you can file a Certificate of Foreign Corporation Amendment. The filing fee is $50. You must have an authorized officer sign the amendment.
There is no hard-and-fast rule about what counts as doing business in Delaware. That said, generally if you are providing services or products in exchange for money, that is conducting business.
For more information, check out our resource on what it means to do business in another state.
No.
Any authorized officer can sign the foreign corporation filing.
Foreign corporations in Delaware must disclose current assets and liabilities.
Yes, Northwest can register your foreign corporation in Delaware (and any other state). Our foreign qualification package is $225 + state fees. You can also add additional services, like premium mail forwarding and a custom website our experts can help you make, for a free trial.