Form a Foreign LLC in Delaware – Certificate of Registration

The Delaware Certificate of Registration of Foreign Limited Liability Company must be filled out and submitted to the Delaware Secretary of State so that a foreign Limited Liability Company may operate as such in the State of Delaware. That is, while a foreign Limited Liability Company may be authorized to conduct business in its home jurisdiction, this step will be necessary if it wishes to conduct business in the State of Delaware as well. The completed form must be accompanied by a Certificate of Existence, issued by the foreign Limited Liability Company’s parent jurisdiction. In addition to this paperwork, it is generally a good idea to include the Delaware Filing Memo Cover Sheet. This sheet will enable you to either pay with a credit card or request additional services.

The Filing Fee for the Delaware Certificate of Registration of Foreign Limited Liability Company is $200.00. You may either use a Credit Card (American Express, Discover, MasterCard, or Visa) to pay this fee or you may pay it with a check made out to “Delaware Secretary of State.” The Delaware Secretary of State will generally process this form within five to seven business days though, this fee will vary depending upon the workload present. You may expedite this process to 1 Hour or 2 Hour service provided you pay the proper Expediting Fee ($1,000.00 or $500.00, respectively). If desired you may also expedite this process to Same Day Service or 24 Hour service. The Expediting Service Fee for either of these will depend upon the day so, you must contact the Delaware Secretary of State Division of Corporations before ordering this servce. Upon a successful filing, a filed stamped copy of your paperwork will be mailed back to you. You may have a Certified Copy mailed back to you for an additionl Certification Fee of $50.00 per Certified Copy.

How To File

Download Filing Memo
Download Form

Step 1 – Select the link labeled “Download Filing Memo” and save this file to your computer. Then, select the link labeled “Download Form,” and save this file to your computer as well. These links will give you the Delaware Filing Memo Cover Sheet and the Delaware Certificate of Registration of Foreign Limited Liability Company (respectively). You may use a PDF program to enter information onto these documents on screen or you may print them, then fill in the information using a typewriter.

Step 2 – Open the Delaware Filing Memo Cover Sheet using a PDF program if you wish to fill out the information requested onscreen or print it to fill out the form. Then, on the first line, select the level of service you require for the processing of this filing. You may place a mark in the box labeled “Priority 1,” “Priority 2,” “Priority 3,” “Priority 4,” or “Priority 7.” These refer to the processing time for this form. Priority 1 is considered 1 Hour expediting and will require a payment of $1,000.00. Priority 2 is considered 2 Hour Expediting and will require a payment of $500.00. Priority 3 is considered 24 Hour Expediting and Priority 4 is considered Same Day Expediting. Priority 7 is considered regular service, meaning the documents will be processed in five to seven business days (though this time frame is not guaranteed). The Fee for choosing Priority 3 or Priority 4 will be determined that day, thus you must contact the Delaware Secretary of State Corporation Division directly if you choose either of these options prior to sending this document in. Priority 7 does not require an additional Fee.

Step 3 – Locate the box labeled “Submitter’s Information.” You will Need to enter the Full Name of the Company or Individual submitting this form. Use the two spaces next to the words “Return Address” and “City-State-Zip” to report the Address where you wish the documents regarding this filing to be sent. If you have entered a Business Name on the first line, then use the line labeled “Attention” to specify the Individual receiving these documents. Next, report the Phone Number, Fax Number, and E-Mail Address that should be used for any such correspondence with the Delaware Secretary of State. The last line in this box, “Account Number,” is specifically for Submitters who have been assigned an Account Number with the Delaware Secretary of State as a result of a previous filing.

Step 4 – The next box is labeled “Document Filing Request Information.” This section is for those who have previously filed this Application and may be left blank.

Step 5 – Next, in the box labeled “Other Document Filing Information,” you may enter the Number of Certified Copies of the successfully filed Delaware Certificate of Registration of Foreign Limited Liability Company you wish to receive. If there are other requests, you may note them on the line below this. Finally, if paying with a check, enter the Check Number on the line labeled “Check #” and the Total Amount enclosed on the blank line labeled “Total $ enclosed.”

Step 6 – In the “Method of Return” box, you may report the way you wish to receive documents regarding this filing. There are several choices each with a corresponding blank line: Messenger/Pick Up, Express Service Delivery, Regular Mail and Other. If you select Express Service Delivery, select either “Fed-x” or “UPS” from the drop down list labeled “Select Express Type” and enter the Account Number on the line labeled “Acct#.” If you select “Other” you must specify the method on the blank line provided after the word “Other.”

Step 7 – If you are paying for this filing with a Credit Card, you must enter this information in the box labeled “Credit Card Information.” Start by choosing (or filling in) the type of Credit Card being used in the field labeled “Card Type.” The Delaware Secretary of State will only accept American Express, Discover, MasterCard, or Visa. On the next line, enter the Credit Card Number. Finally, on the line beginning with the words “Expiration Date,” enter the Expiration Date noted on the Credit Card being use then enter the Security Code in the appropriate area.

Step 8 – If you wish to provide any other information, then you may enter it in the box labeled “Comments/Filing Instructions.” Include this as the first page of the package being sent.

de-filing-memo

Step 9 – Open the Delaware Certificate of Registration of Foreign Limited Liability Company so that you may fill it out on screen or print it then, in Item 1, report the Full Name the foreign Limited Liability Company will operate under in the State of Delaware on the blank line. If the foreign Limited Liability Company may use its True Name in this state then report it exactly as it is documented on the Certificate of Existence. If the True Name is not available then report a Fictitious Name on the first line then enter the True Name of the foreign Limited Liability Company on the line below the words “(If different, the name under which they are registered in their foreign jurisdiction.”

Step 10 – In Item 2, report the State or Jurisdiction where the foreign Limited Liability Company was formed on the first blank space. Then on the second blank space, report the exact Date the foreign Limited Liability Company was officially formed in this Jurisdiction.

Step 11 – In Item 3, document the Purpose the foreign Limited Liability Company has for operating in the State of Delaware.

Step 12 – In Item 4, report the Physical Street Address where the Delaware Registered Agent obtained by the foreign Limited Liability Company is located on the first space. Then on the second space report the City where the Delaware Registered Agent is located. On the third space, just after the words “Zip Code,” fill in the Zip Code where the Delaware Registered Agent is located. Finally, on the last line, following the words “…may be served is,” report the Full Name of the Delaware Registered Agent.

Step 13 – In Item 5, locate the blank space following the words “…in the State of Delaware,” then enter the first Date the foreign Limited Liability Company intends to conduct business or has conducted business in the State of Delaware.

Step 14 – Read Item 6. This will bind the foreign Limited Liability Company to the statutes contained in Delaware Code Title 6, Section 18-91.

Step 15 – Next to the word “By,” near the bottom of the page, an Authorized Representative of the foreign Limited Liability Company must Sign his or her Name, then print his or her Full Name on the line directly below.

de-foreign-llc

Step 16 – Fax or Mail the Delaware Filing Memo Cover Sheet and Delaware Certificate of Registration of Foreign Limited Liability Company to the Delaware Secretary of State. This filing will bear a Filing Fee of $200.00. This is payable with a check made out to “Delaware Secretary of State,” if you are filing by Mail. If you are filing by fax you must pay with a Credit Card (American Express, Discover, MasterCard, or Visa). Keep in mind, the Filing Fee must be paid in Full. If you have selected additional service such as Expediting the process, then you must add the Filing Fee to all applicable fees.

Fax To:

302.739.3812

Mail To:

Division of Corporations
John G. Townsend Building
401 Federal Street
Suite 4
Dover, DE 19901

Step 17 – Make sure you have Registered the foreign Limited Liability Company’s Delaware operations with the Department of Finance and have satisfied all Business License and Zoning requirements. Note: An Annual Tax of $300 will be due for foreign Limited Liability Companies on June 1st of the year of this filing.