Delaware Foreign LLC Certificate of Registration Filing Package

DELAWARE FOREIGN LLC CERTIFICATE OF REGISTRATION FILING PACKAGE

PART 1 - OVERVIEW AND FILING SUMMARY

PART 2 - PRE-FILING CHECKLIST

☐ Confirm the LLC is "doing business in Delaware" and that registration is required under 6 Del. C. § 18-902.

☐ Obtain a Certificate of Existence from the jurisdiction of formation, dated no more than 6 months before filing. If it is in a foreign language, attach a translation under the translator's oath.

☐ Search the Delaware entity name database to confirm the name is available.

☐ Confirm the proposed Delaware registration name complies with 6 Del. C. § 18-904(a), including an LLC identifier.

☐ If the home-jurisdiction name cannot be registered in Delaware, select an available Delaware registration name and state both names in the certificate. A name otherwise lacking distinguishability may be used with the other entity's written consent filed with the Secretary of State. 6 Del. C. § 18-904(a).

☐ Appoint a Delaware registered agent with a Delaware registered office address (6 Del. C. § 18-904).

☐ Prepare the $200 filing fee (plus any expedite fee).

☐ Calendar the $400 annual LLC tax (due June 1).

PART 3 - CERTIFICATE OF REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY

STATE OF DELAWARE — DIVISION OF CORPORATIONS

Certificate of Registration of a Foreign Limited Liability Company

Under 6 Del. C. § 18-902

The undersigned authorized person certifies the following on behalf of the foreign limited liability company:

1. Delaware registration name: [________________________________________________].
   Name in jurisdiction of formation, if different: [________________________________________________].

2. Jurisdiction of formation: [________________________].
   Date of formation: [__/__/____].
   The company validly exists as a limited liability company under that jurisdiction's law on the filing date.

3. Specific business or purposes to be conducted or promoted in Delaware:
   [____________________________________________________________]

4. Delaware registered office street address: [________________________________________],
   [CITY], Delaware [ZIP CODE].
   Registered agent name: [________________________________________].
   Registered agent address: [________________________________________].

5. The Delaware Secretary of State is appointed as the company's agent for service of process under the circumstances in 6 Del. C. § 18-910(b).

6. Date the company first did or intends to do business in Delaware: [__/__/____].

Attachment: Certificate of Existence from the jurisdiction of formation, issued no more than six months before this filing. If issued in a foreign language, attach a translation under the translator's oath.

PART 4 - EXECUTION

This Certificate of Registration is executed by an authorized person of the foreign limited liability company.

Filer / Contact for Return Document:

PART 5 - FEE SCHEDULE

PART 6 - NAME REQUIREMENTS (6 Del. C. § 18-904)

Required identifier: Name must contain "Limited Liability Company" or the abbreviation "L.L.C." or "LLC."

Distinguishability: Choose a name that could be registered by a domestic LLC. Section 18-904(a) also permits a name that is not distinguishable from a listed existing or reserved name when the other entity gives written consent filed with the Secretary of State.

Different Delaware name: The foreign LLC may register under a compliant Delaware name different from its name in the jurisdiction of formation. State both names in the application. 6 Del. C. §§ 18-902(1)(a), 18-904(a).

PART 7 - POST-REGISTRATION COMPLIANCE

7.1 Annual LLC Tax (6 Del. C. § 18-1107)

7.2 Registered Agent Maintenance

☐ Continuously maintain a Delaware registered agent and registered office (6 Del. C. § 18-904).
☐ File any corrective certificate needed when the registered office or agent information in the application becomes false. 6 Del. C. § 18-905.
☐ If the agent resigns without appointing a successor, designate a new agent before 30 days expire after the resignation filing to avoid cancellation. 6 Del. C. § 18-904(e).

7.3 Amendment / Cancellation Triggers

☐ Promptly file a corrective certificate if any application statement was false when made or later becomes false because facts changed. 6 Del. C. § 18-905.
☐ If the LLC elects to end its Delaware registration, file a certificate of cancellation and pay taxes due for the effective calendar year. 6 Del. C. §§ 18-906, 18-1107(c).

PART 8 - PENALTIES FOR FAILURE TO REGISTER (6 Del. C. § 18-907)

A foreign LLC doing business in Delaware without registration (6 Del. C. § 18-907):

• May not maintain any action, suit, or proceeding in any Delaware court until it has registered and has paid all fees and penalties for the years (or parts of years) during which it did business in Delaware without registering (§ 18-907(a)).
• The failure to register does not impair the validity of any contract or act of the LLC, does not bar the LLC from defending an action in Delaware, and does not make a member or manager personally liable solely by reason of the failure to register (§ 18-907(b), (c)).
• Statutory fine: A foreign LLC doing business in Delaware without first registering shall be fined and shall pay the Secretary of State $200 for each year or part thereof during which it failed to register (§ 18-907(d)).
• Injunction: The Court of Chancery may enjoin an unregistered foreign LLC (or its agent) from doing business in Delaware (§ 18-908).

PART 9 - SOURCES AND REFERENCES

• Delaware Division of Corporations: https://corp.delaware.gov
• Certificate of Registration of a Foreign LLC (Division form, revised August 2026): https://corpfiles.delaware.gov/LLC_Forms/Foreign%20LLC.pdf
• 6 Del. C. Chapter 18, Subchapter IX (Foreign LLCs): https://delcode.delaware.gov/title6/c018/sc09/index.html
• 6 Del. C. § 18-902: https://delcode.delaware.gov/title6/c018/sc09/index.html
• Delaware Division of Corporations Fee Schedule (August 2026): https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf
• Annual LLC Tax (6 Del. C. § 18-1107): https://delcode.delaware.gov/title6/c018/sc11/index.html