What is a Foreign LLC in Delaware – Definition and Filing

If you have an LLC in Delaware and want to expand your business beyond Delaware, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Delaware, must file a foreign LLC in Delaware. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Delaware government.

In this article, you’ll be reading about how to start a foreign LLC in Delaware. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Delaware after you form it.

Forming a Foreign LLC in Delaware

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Delaware, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Delaware) and wants to expand their operations in Delaware can file their LLC as a foreign entity. To start a foreign LLC in Delaware, you need to register it with the Delaware Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Delaware for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Delaware. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in Delaware as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Delaware, then you must obtain the Certificate of Good Standing from Delaware Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Delaware must get this document to register a foreign LLC in Delaware.

Filing Certificate of Good Standing: A Certificate of Good Standing can be obtained by applying online in Delaware. To apply for the Certificate, one must fill up the Good Standing Request Form. The form needs you to share your name, email, and phone number to start with. Then you can search for your company records and submit the form to obtain the certificate of good standing in Delaware.

Step 2: Choose Delaware Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Delaware Secretary of State. Your LLC’s legal name outside of Delaware will be listed on the application, along with the name it will use in Delaware. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Delaware to use. Check name availability at Delaware’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Delaware when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Delaware Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Delaware, you must have a registered agent from Delaware only. No matter where your domestic LLC is located, you must hire a registered agent from Delaware for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Delaware and take note that the Delaware Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Delaware Foreign LLC

The most important step is to send the application for registration with Delaware SOS. Download the PDF form from the Delaware Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Delaware: two methods, by mail and in person
- Online: There is no online filing available
- Offline: For filing offline, you must send the downloaded PDF form or drop it off in person at the Leonard L. Williams Justice Center, Prothonotary, Superior Court, 500 North King Street, Suite 500, LL1, Wilmington, DE 19801-3746
- DBA filing fee in Delaware: $25
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Delaware.
Date when your LLC will start operations in Delaware.
Credit card information is on the last page of the form for the application fee.

Online Filing

Not Applicable

Offline Filling

In Delaware, to register your foreign LLC in Delaware you must download the Foreign LLC Registration Form. This PDF form must be filled up (typed or printed) and submitted to the Delaware SOS address by mail or by person. SOS Address: Delaware Division of Corporations, 401 Federal Street, Suite 4 Dover, DE 19901.

Foreign LLC Registration Fee in Delaware: For a foreign LLC registration in Delaware, you must pay $200 as a processing fee. The fee should be paid by using checks at the time of offline form submission.

The LLC cost in Delaware, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Delaware’s domestic and foreign LLCs.

Step 5: Determine How Your Delaware Foreign LLC is taxed

Foreign LLCs are also subjected to the Delaware Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Delaware for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Delaware. However, it is recommended to check with the Delaware Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Delaware Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in Delaware to use for your foreign LLC. If not, file DBA name with Delaware SOS.
Get a registered agent in Delaware to represent your foreign LLC in Delaware. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Delaware Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Delaware with the FinCEN.

After Forming Delaware Foreign LLC

Here are added things you need to accomplish after forming your Delaware Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Delaware Division of Corporations.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Delaware. Here’s everything about Delaware LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is the advantage of forming a foreign LLC in Delaware?

Delaware is known for its business-friendly laws and well-established court system for resolving business disputes.

Do I need a physical address in Delaware to form a foreign LLC there?

Yes, you will need a registered agent with a physical address in Delaware to receive legal documents on behalf of your LLC.

Can I use a PO Box address as my registered agent address in Delaware?

No, a PO Box address cannot be used as the registered agent address in Delaware. It must be a physical street address.

How much does it cost to form a foreign LLC in Delaware?

The filing fee for forming a foreign LLC in Delaware is $200.

How long does it take to form a foreign LLC in Delaware?

The processing time for forming a foreign LLC in Delaware is typically around 1-2 weeks.

Do I have to be a US citizen to form a foreign LLC in Delaware?

No, you do not have to be a US citizen to form a foreign LLC in Delaware.

Can I operate my business outside of Delaware if I form a foreign LLC there?

Yes, you can operate your business anywhere in the world if you form a foreign LLC in Delaware.

What is the annual franchise tax for a foreign LLC in Delaware?

The annual franchise tax for a foreign LLC in Delaware is a minimum of $300.

Is there a minimum investment requirement to form a foreign LLC in Delaware?

There is no minimum investment requirement to form a foreign LLC in Delaware.

Do I have to hold meetings in Delaware if I form a foreign LLC there?

No, you do not have to hold meetings in Delaware if you form a foreign LLC there.

Can I file my taxes in my home country if I form a foreign LLC in Delaware?

Yes, you can file your taxes in your home country if you form a foreign LLC in Delaware.

Can I convert my foreign LLC in Delaware to a domestic LLC in the future?

Yes, you can convert your foreign LLC in Delaware to a domestic LLC if you decide to operate solely within the state.

Do I need to appoint a manager for my foreign LLC in Delaware?

No, you can manage the LLC yourself or appoint one or more members to manage the LLC.

Can I use an online service to form a foreign LLC in Delaware?

Yes, there are online services available to help you with the process of forming a foreign LLC in Delaware.

Can I change the name of my foreign LLC in Delaware?

Yes, you can change the name of your foreign LLC in Delaware by filing a request with the Secretary of State.

Do I need a business license to operate my foreign LLC in Delaware?

Yes, you will need to obtain a business license to operate your foreign LLC in Delaware.

Can I dissolve my foreign LLC in Delaware if I no longer need it?

Yes, you can dissolve your foreign LLC in Delaware by filing the necessary paperwork with the Secretary of State.

What are the annual reporting requirements for a foreign LLC in Delaware?

The annual reporting requirements for a foreign LLC in Delaware include filing an annual report and paying the annual franchise tax.

Can I use an existing LLC name from another state for my foreign LLC in Delaware?

No, you cannot use an existing LLC name from another state for your foreign LLC in Delaware.

Is the process of forming a foreign LLC in Delaware the same as forming a domestic LLC?

The process of forming a foreign LLC in Delaware is similar to forming a domestic LLC, but there are additional requirements for foreign entities.

What are the privacy protections for owners of a foreign LLC in Delaware?

Owners of a foreign LLC in Delaware can maintain their privacy by using a registered agent to receive legal documents on their behalf.

How do I open a bank account for my foreign LLC in Delaware?

To open a bank account for your foreign LLC in Delaware, you will need to provide the bank with your LLC formation documents and an EIN from the IRS.

Can I operate multiple businesses under one foreign LLC in Delaware?

Yes, you can operate multiple businesses under one foreign LLC in Delaware as long as they are related and fall under the same industry.

Do I need to provide financial statements when forming a foreign LLC in Delaware?

You do not need to provide financial statements when forming a foreign LLC in Delaware, but you may need them for certain licenses or permits.

Can I change the structure of my foreign LLC in Delaware after it is formed?

Yes, you can change the structure of your foreign LLC in Delaware by amending your LLC operating agreement.

Are there any restrictions on the types of businesses that can form foreign LLCs in Delaware?

Most types of businesses can form foreign LLCs in Delaware, but there are restrictions on certain industries such as banking and insurance.

What are the benefits of forming a foreign LLC in Delaware compared to other states?

Delaware has a well-established legal system, favorable tax laws, and a reputation for being business-friendly, making it an attractive choice for forming a foreign LLC.

Can I sell products or services in other states if I form a foreign LLC in Delaware?

Yes, you can sell products or services in other states if you form a foreign LLC in Delaware, as long as you comply with the laws of those states.

Do I need to have a physical presence in Delaware to form a foreign LLC there?

While having a physical presence in Delaware is not required to form a foreign LLC there, you will need a registered agent with a physical address in the state.

Why should I consider forming a foreign LLC in Delaware?

Delaware is known for its business-friendly laws and favorable tax structure, making it an attractive choice for businesses.

In Conclusion

Having a foreign LLC in Delaware is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Delaware does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Delaware, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Delaware can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Delaware is a success.