Foreign Qualification Application

QUALIFICATION CERTIFICATE OF A FOREIGN CORPORATION

Delaware Filing Preparation Worksheet

This worksheet follows the current foreign-corporation qualification form published by the Delaware Division of Corporations. It applies to a corporation formed outside Delaware; Delaware LLCs, limited partnerships, partnerships, and statutory trusts use different statutes and forms.

1. PRE-FILING QUALIFICATION REVIEW

Under 8 Del. C. § 371, a foreign corporation generally may not do business in Delaware through branch offices, agents, or representatives located in Delaware until it qualifies.

Section 373 lists activities that do not require compliance with §§ 371 and 372, including specified:

• mail-order or similar sales accepted and filled outside Delaware;
• solicitation by salespersons when orders are approved outside Delaware and goods are shipped from outside Delaware;
• out-of-state sales contracts requiring only specialized installation or technical services in Delaware;
• operations that are wholly interstate in character;
• insurance-company activity;
• creation or acquisition of debt, mortgages, or liens; and
• debt collection or enforcement of rights in secured property.

The § 373 exceptions do not determine whether the corporation is subject to service of process or suit in Delaware.

Reviewed by: [________________________________]

Review date: [MM/DD/YYYY]

Conclusion: ☐ Qualify before doing business ☐ Obtain Delaware legal advice before deciding

2. CORPORATE NAME AND ASSUMED NAME

2.1 True Corporate Name

Name in the jurisdiction of incorporation:

[____________________________________________________________]

Check the name against the Division of Corporations records.

2.2 Assumed Delaware Name, If Needed

If the true name conflicts with a protected name on the Division's records, § 371(c) permits qualification under an assumed name that the corporation must use while doing business in Delaware.

Filing formulation:

[TRUE CORPORATE NAME], doing business under the assumed name of [ASSUMED NAME]

Assumed name, if applicable: [____________________________________________]

3. JURISDICTION OF INCORPORATION

The foreign corporation is formed under the laws of:

[STATE / COUNTRY / OTHER JURISDICTION]

The current qualification form does not request the corporation's formation date, duration, principal-office address, authorized shares, par value, directors, or officers. Do not add those fields solely because the legacy template requested them.

4. SPECIFIC BUSINESS PROPOSED IN DELAWARE

The official instructions require a specific description; a general-purpose statement is not sufficient.

Business the corporation proposes to do in Delaware:

[____________________________________________________________]

[____________________________________________________________]

Authorization statement: ☐ The proposed Delaware business is business the corporation is authorized to conduct in its jurisdiction of incorporation.

5. DELAWARE REGISTERED OFFICE AND REGISTERED AGENT

5.1 Registered Office

5.2 Registered Agent

Registered-agent name:

[____________________________________________________________]

Under § 371(b)(2)(i), the agent may be an eligible Delaware resident or domestic entity, or an eligible foreign entity authorized in Delaware. The qualifying foreign corporation may not appoint itself as its own agent.

Confirm the selected agent's eligibility and exact registered-office wording before filing.

6. ASSETS AND LIABILITIES

State the corporation's assets and liabilities as of a date no earlier than six months before the qualification filing date. Enter zero if the corporation has no amount in a category.

☐ The measurement date is within six months before the planned filing date.

The qualification form does not ask for the corporation's authorized equity, issued shares, classes, series, or par value.

7. CERTIFICATE OF CORPORATE EXISTENCE

Attach a certificate issued by an authorized officer of the jurisdiction of incorporation that evidences the corporation's existence as of a date no earlier than six months before the Delaware filing date.

☐ The certificate date is within six months before filing.

If the certificate is in a foreign language, § 371 requires an English translation under oath of the translator.

The legacy template's 60-day certificate limit is incorrect.

8. EXECUTION

The qualification certificate must be executed by an authorized officer and acknowledged in accordance with 8 Del. C. § 103. Use the current Division form's execution block and print or type the signer's name legibly.

Do not add a contractual representations-and-warranties section, forum clause, severability clause, or entire-agreement clause to the state filing.

9. SUBMISSION PACKAGE AND CURRENT FEE

• ☐ Completed Qualification Certificate of a Foreign Corporation.
• ☐ Certificate of corporate existence dated within six months before filing.
• ☐ English translation under oath, if the existence certificate is not in English.
• ☐ One completed filing cover memo or a company-letterhead memo containing the same required return and contact information.
• ☐ Current filing fee.
• ☐ Expedited-service request and fee, if selected.

Current qualification filing fee stated by the official form: $245.00

A certified copy may be requested for an additional fee. Confirm all optional service and return-delivery charges immediately before submission.

The Division's cover-memo instructions say to submit only one cover memo and not to staple the request.

10. AFTER QUALIFICATION

10.1 Annual Report

A qualified foreign corporation must file its Delaware annual report on or before June 30 each year.

First report: The official qualification instructions state that the first report is due by June 30 of the year following the calendar year in which the Qualification Certificate becomes effective.

The report includes the Delaware registered office and agent, principal place of business, all directors as of filing, and the officer who signs the report. Under § 375, failure to file an annual report within any two-year period permits termination of the corporation's right to do business in Delaware.

First annual-report due date: [MM/DD/YYYY]

10.2 Name, Business, and Merger Changes

Under 8 Del. C. § 372:

• file a certificate within 30 days after a corporate-name change becomes effective;
• file a certificate within 30 days after enlarging, limiting, or otherwise changing the business proposed in Delaware; and
• if the qualified foreign corporation survives a merger, file the required home-jurisdiction certificate within 30 days after the merger becomes effective.

The current Division amendment form lists a $50 filing fee for a business change and $100 for a name change. Confirm the current total and any certificate or expedited charges before filing.

There is no generic Delaware foreign-corporation amendment for every "material change," and the current qualification form contains no blanket delayed-effective-date field.

10.3 Registered-Agent Changes and Reinstatement

Use the Division's foreign-corporation change-of-agent certificate under § 377. If the agent dies, removes from Delaware, or resigns, § 377(c) requires substitution and certification of another agent within 10 days.

The current change-of-agent form states a minimum $50 filing fee.

If qualification is forfeited for failure to obtain or maintain a registered agent, the Division provides a Certificate of Reinstatement under § 377. Its current form states a $125 filing fee and requires applicable foreign annual reports to be filed before reinstatement.

10.4 Withdrawal

Withdrawal is governed by 8 Del. C. § 381, not § 377. The corporation files a Certificate of Withdrawal stating that it surrenders its authority and providing an address to which the Secretary of State may mail later process.

The current Division withdrawal form states:

• a $175 filing fee;
• that the corporation should contact the Franchise Tax Section about taxes due; and
• that the filing fee and any required tax payment must accompany the certificate.

After withdrawal, the registered-agent appointment is revoked, but service for a Delaware cause of action arising while the corporation was qualified may be made through the Secretary of State under § 381.

11. CONSEQUENCES OF DOING BUSINESS WITHOUT QUALIFICATION

Under 8 Del. C. § 383, a corporation required to qualify may not maintain an action or special proceeding in Delaware until it qualifies and pays the fees, penalties, and franchise taxes due for the unqualified period. Failure to qualify does not invalidate its contracts or acts and does not prevent it from defending a Delaware action or special proceeding.

Under § 384, the Court of Chancery may enjoin an unqualified foreign corporation from doing business in Delaware. That statutory enforcement jurisdiction does not create the legacy template's contractual exclusive-forum clause for every dispute involving the filing.

12. FINAL FILING CHECKLIST

• ☐ Confirm that Delaware qualification is required.
• ☐ Clear the true name or select an assumed Delaware name.
• ☐ State the incorporation jurisdiction.
• ☐ Draft a specific Delaware business description.
• ☐ Confirm that the corporation is authorized to conduct that business at home.
• ☐ Select an eligible Delaware registered agent and verify the registered-office wording.
• ☐ Calculate assets and liabilities as of a date within six months before filing.
• ☐ Obtain a corporate-existence certificate dated within six months before filing.
• ☐ Prepare any required sworn English translation.
• ☐ Have an authorized officer execute the current qualification form.
• ☐ Submit one cover memo, the filing package, and the current $245 fee.
• ☐ Calendar the first June 30 annual-report deadline.

SOURCES AND REFERENCES

• Delaware Code, Title 8, Subchapter XVI — Foreign Corporations
• Official Title 8 PDF — current through June 11, 2026
• Delaware Division of Corporations — Qualification of Foreign Corporation
• Delaware Division of Corporations — Foreign Corporation Amendment
• Delaware Division of Corporations — Foreign Corporation Change of Agent
• Delaware Division of Corporations — Foreign Corporation Reinstatement
• Delaware Division of Corporations — Foreign Corporation Withdrawal
• Delaware Division of Corporations — Foreign corporation forms
• Delaware Division of Corporations — Annual report and tax instructions
• Delaware Division of Corporations — Cover memo instructions