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 / Good Standing from the jurisdiction of formation, dated within 6 months of filing.

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

☐ Confirm the name complies with 6 Del. C. § 18-102 (must contain "Limited Liability Company" or the abbreviation "L.L.C." or "LLC").

☐ If the true name is unavailable, adopt a fictitious name for Delaware use (6 Del. C. § 18-904).

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

☐ Confirm federal EIN.

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

☐ Calendar the $300 annual LLC tax (due June 1).

PART 3 - CERTIFICATE OF REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY (Template)

STATE OF DELAWARE - DIVISION OF CORPORATIONS
CERTIFICATE OF REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY
Filed pursuant to 6 Del. C. § 18-902

1. Name of the Foreign Limited Liability Company (as recorded in the jurisdiction of formation):

[____________________________________________________________]

1A. Name to Be Used in Delaware (only if the true name is unavailable):

[____________________________________________________________]

2. State or Country Under Whose Laws the LLC Is Organized:

[________________________________]

3. Date of Formation in Jurisdiction of Organization:

[__/__/____]

4. Period of Duration:

☐ Perpetual

☐ Until [__/__/____]

5. Address of the Principal Place of Business:

6. Delaware Registered Agent and Registered Office:

7. General Character of Business to Be Transacted in Delaware:

[____________________________________________________________]

8. Management Structure:

☐ Member-managed
☐ Manager-managed

9. Effective Date of Registration:

☐ Upon filing
☐ Delayed effective date (not later than 90 days after filing): [__/__/____]

10. Statement of Authorization: The foreign limited liability company is authorized to exercise its powers and conduct the business described above in the State of Delaware.

11. Attached Documents:

☐ Certificate of Existence / Good Standing from the home jurisdiction (dated within 6 months)

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. § 18-102; § 18-904)

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

Distinguishability: The name must be distinguishable upon the records of the Division of Corporations from other registered and reserved entity names.

If the true name is unavailable, the foreign LLC must register under a fictitious name that complies with Delaware naming rules and use it in all Delaware activities.

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 a Certificate of Change when the agent or office changes.
☐ Appoint a successor promptly if the agent resigns.

7.3 Amendment / Cancellation Triggers

☐ File a Certificate of Amendment/Correction when required information changes.
☐ File a Certificate of Cancellation of Registration when the LLC ceases doing business in Delaware (6 Del. C. § 18-906).

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

A foreign LLC doing business in Delaware without registration:

• May not maintain any action, suit, or proceeding in any Delaware court until it has registered.
• The failure to register does not impair the validity of any contract or act, and does not prevent the LLC from defending an action in Delaware.
• Remains liable for back fees, taxes, and penalties as if it had registered when first required.

PART 9 - SOURCES AND REFERENCES

• Delaware Division of Corporations: https://corp.delaware.gov
• Certificate of Registration of a Foreign LLC (form): https://corpfiles.delaware.gov/ForeignLLC.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: https://corpfiles.delaware.gov/AugustFee2024.pdf
• Annual LLC Tax (6 Del. C. § 18-1107): https://delcode.delaware.gov/title6/c018/sc11/index.html