In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Delaware.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Delaware.

The California Foreign Corporation needs to register with the Delaware Secretary of State as a Delaware Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

You want to do business in the state of 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 Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Delaware Foreign Corporation.  The Officers and Directors 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. 

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 All Business Documents to perform these services.

The short answer is no.  The state of Delaware does not legally require a lawyer to form a Delaware Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a Delaware Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Delaware that you're not sure about you should seek the advice of a competent Delaware lawyer, a Delaware accountant, or both before you form a Foreign Corporation in Delaware.

Once you have made the decision to form 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 All Business Documents to perform these services and save money that you can use in your new Delaware Foreign Corporation.

You are not legally required to reserve a Company Name for a new Delaware Foreign Corporation before you submit your application to Form a Foreign Corporation in Delaware.

The Foreign Corporation name that you have registered in your home state may or may not be available in Delaware.  In that case you need a different name your Delaware Foreign Corporation.  Whether or not you need to reserve a company name for your new Delaware Foreign Corporation depends entirely on your business situation.  The Delaware Secretary of State uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Delaware Foreign Corporation Name.

If the Name you have chosen for your new Delaware Foreign Corporation is already in use by a currently active Delaware Foreign Corporation or LLC then you will have to register a DBA Name with the county recorder in each Delaware county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Delaware Foreign Corporation is available before we submit your Foreign Corporation filing to the Delaware Secretary of State.  If necessary we can register a DBA Name in Delaware for you so that you can open your new Delaware business as quickly as possible.

1. Prove that you are registered in a state other than Delaware as a Domestic Corporation
   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 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.
   
   
   If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 6 months from the date of your application for Delaware Corporation Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 6 months then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Delaware Foreign Corporation.
   We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Delaware Foreign Corporation
   You can use the same name in Delaware that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  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 Your Delaware Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Delaware Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" 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).
   We will check to make sure that your requested Delaware Foreign Corporation name is available and conforms to all state of Delaware Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Delaware Foreign Corporation
   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 cannot be a PO Box and 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.
   We provide Registered Agent services in Delaware as well as all other states and the District of Columbia.
4. File Registration Documents with the Delaware Secretary of State
   In order to Qualify as a Foreign Corporation in Delaware you must file Registration Documents with the Delaware Secretary of State.  In Delaware the registration documents are named "Qualification Certificate of a Foreign Corporation".
   
   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. 
   
   If you need to change any of the information on your registration documents after your Delaware Foreign Corporation has been approved, you may 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.
   
   
5. Determine how you want your Delaware Foreign Corporation to be taxed
   The Delaware Corporate Income Tax Rate is %.  You may choose that your Delaware Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Delaware Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Delaware Corporate Income Tax.
   
   Delaware Corporations that do not conduct business in the state of Delaware are not required to file a Delaware Corporate Income Tax Return, regardless if incorporated under the laws of Delaware.  Delaware Corporations that do conduct business in Delaware are required to pay the Delaware Corporate Income Tax.
   
   All Corporations registered in Delaware must pay an annual Franchise Tax.  There are two methods for calculating the annual Delaware Franchise Tax: (1) The Authorized Shares Method, which is based on the number of shares authorized in the Certificate of Incorporation, and (2) the Assumed Par Value method, which is based on the Delaware Corporation's total assets divided by the number of shares. The minimum franchise tax is $35 and the maximum is $180,000.
   
   Delaware has no sales tax or equipment tax.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Delaware Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Delaware Foreign Corporation
3. Keep proper records of your Delaware Foreign Corporation on file
4. Pay your taxes to the state of Delaware

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming a Delaware Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Delaware Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Delaware Foreign Corporation within Delaware you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Delaware Foreign Corporation vary depending on your business activities and the specific locations within the state of Delaware in which you want to conduct business.
   
   If your Delaware Foreign Corporation will be selling products in Delaware you may be required to obtain a Reseller's Permit from the appropriate Delaware state agency.  If your Delaware Foreign Corporation will be selling products in Delaware you will also be responsible for all applicable local and state of Delaware sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Delaware Foreign Corporation
   Each Delaware Corporation must file a Franchise Tax Report with the Delaware Secretary of State each year.
   
   The Delaware Corporation Annual Report includes basic information about your Delaware Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Delaware 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 Foreign Corporation to the Delaware Secretary of State by the due date.
   
   
3. Keep proper records of your Delaware Foreign Corporation on file
   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
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Delaware Foreign 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
   
   
   
4. Pay your taxes to the state of Delaware
   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 and federal 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.

In order to Incorporate in Delaware you'll need the following information about your new Company:

• The name of your new Delaware Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in Delaware (not a PO Box)
  
• A good standing certificate for your Domestic Corporation from your home state no older that 6 months
• A description of the nature of the business you are planning to operate with the Delaware Foreign Corporation
• Names and addresses of the initial Directors of the Delaware Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation in Delaware becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Delaware.

Processing times for new Delaware Foreign Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Delaware Foreign Corporation applications takes the state around 5-7 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Delaware Foreign Corporation.

The Delaware Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Delaware Secretary of State.

In our experience 5-7 business days is the time it usually takes the Delaware Secretary of State to process a new Delaware Foreign Corporation application. We get your Delaware Foreign Corporation application to the DE Secretary of State ASAP. Once it is at the state we have no control over the new Delaware Foreign Corporation application process.

The state of Delaware charges $365.00 to Form a Foreign Corporation in DE.  Also add the cost of a Good Standing Certificate from your home state.   If you choose us to help you Form your Foreign Corporation in Delaware our processing fees are $145.00.  This includes:

• Same day processing of your new Delaware Foreign Corporation order
• DE Name Check and Reservation
• Prepare Qualification Certificate of a Foreign Corporation
• File Formation Documents with the Delaware Secretary of State
• Certified Copies of Formation Documents
• Delaware Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support