What is Delaware Corporation Foreign Qualification
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You want to do business in Delaware but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Delaware you must register with the Delaware Secretary of State as
a Foreign Corporation.
The process of registering as a Foreign Corporation in Delaware is called Delaware Corporation Foreign Qualification.
The process of Delaware Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Delaware.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Delaware Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Delaware Foreign Corporation.
Specific requirements to qualify as a Foreign Corporation in Delaware are explained below.
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Once you have made the decision to Qualify as a Foreign Corporation in Delaware,
a Delaware lawyer can file your documents and act as a middle man for a few hundred dollars an hour;
or you can use an online service provider like PCF to perform these services.
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Put the money you save with PCF right where it belongs - into your new
Delaware Foreign Corporation
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What do I have to do to Qualify as a Foreign Corporation in Delaware
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1. Prove that you are registered in a state other than Delaware as a Domestic Corporation
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- PCF can get your Certificate of Existence as quickly as possible from any state
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In order to register as a Foreign Corporation in the state of Delaware, you must first prove that you are registered in another state as a
Domestic Corporation.
You usually prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the
state in which you are registered as a Domestic Corporation.
Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
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2. Choose a name for your Delaware Foreign Corporation
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- PCF will check to make sure that your Delaware Foreign Corporation name is available, conforms to state of Delaware
Corporation naming regulations, and will reserve the Foreign Corporation name with the Delaware Secretary of State.
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Your Delaware Foreign Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Delaware Foreign Corporation name that you choose must be distinguishable from the name of any other registered Delaware Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Delaware.
Your Delaware Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the
Articles of Incorporation for your Domestic Corporation
and your Delaware Foreign Corporation name must not be a name that is likely to mislead the public.
The name of a Delaware Corporation must include one of these words: "Association", "Company", "Corporation", "Club", "Foundation", "Fund", "Incorporated", "Iinstitute", "Society", "Union", "Syndicate" or "Limited"; or an abbreviation of one of these words.
It's important to choose a good name for your Delaware Foreign Corporation because if you want to change it after you qualify you
will have to file amended documents with the Delaware Secretary of State (and pay a fee).
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3. Select an official address and a Registered Agent for your Delaware Foreign Corporation
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- PCF can act as the official Registered Agent for your Delaware Foreign Corporation.
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Every Delaware Foreign Corporation must have an address that is physically located in the state of Delaware.
This address is "registered" with the Delaware Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Delaware to receive all correspondence on behalf of the Delaware
Foreign Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Delaware Foreign Corporations hire a Registered Agent because they don't have a physical
address within the state of Delaware or to provide a distinct level of privacy.
PCF provides Registered Agent services in Delaware as well as any other state.
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4. File Registration Documents with the Delaware Secretary of State
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PCF can compile Registration Documents that are specific to your Delaware business and file them with
the Delaware Secretary of State.
Should the need arise, PCF can also draft and file amendments to your Registration Documents.
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In order to Qualify as a Foreign Corporation in Delaware you must file Registration Documents with the Delaware Secretary of State.
The Registration Documents must include certain specific information about your Delaware business.
If the Registration Documents do not conform exactly to state of Delaware requirements they will be rejected.
You may subsequently amend the Registration Documents for your Delaware Foreign Corporation but you will have to pay a fee to
the state of Delaware in order to make the changes official.
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What do I have to do after I form my Delaware Foreign Corporation
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1. Obtain Business Licenses from the cities and counties in which you plan to do business
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The business licenses or permits that are required for your Delaware Foreign Corporation vary depending on your specific business
activities and the Delaware locations in which you want to conduct business.
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2. File the required reports for your Delaware Foreign Corporation
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Each Delaware Corporation must file a Franchise Tax Report with the Delaware Secretary of State each year.
The Annual Report includes basic information about your Delaware Foreign Corporation including information on your Board of Directors and Officers.
Failure to submit a properly completed Delaware Annual Report to the Delaware Secretary of State on or before the
due date may subject the Delaware Foreign Corporation to being administratively dissolved in the state of Delaware or having its authority to
transact business in the state of Delaware revoked by the Delaware Secretary of State.
Penalties may accrue if you fail to file any Delaware Corporation Annual Report to the Delaware Secretary of State by the due date.
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3. Keep proper records of your Delaware Foreign Corporation on file
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Keep the following records on file and available at the principal business office of your Delaware Foreign Corporation:
- Names and addresses of all Directors and Officers of the Delaware Foreign Corporation
- Articles of Incorporation and any Amendments to them
- Corporate Bylaws and any Amendments to them
- List of current shareholders of the Foreign Delaware Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Delaware Foreign Corporation
- Copies of all tax returns and Annual Reports for the Delaware Foreign Corporation for the last 3 years
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4. Pay your taxes to the state of Delaware
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Foreign Corporations that either do business in the state of Delaware or that derive income from sources within the state of Delaware are subject to Delaware
tax laws.
If you are engaged in intrastate business and derive income from other states besides Delaware, you must allocate the amount of income derived
from the state of Delaware in order to determine your Delaware state taxes.
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