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 LLC 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 LLC that is registered in California wants to do business in Delaware.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Delaware.

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

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

You want to do business in the state of Delaware but are registered as a LLC 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 LLC.  The process of registering as a Foreign LLC in Delaware is called Delaware LLC Foreign Qualification.

The process of Delaware LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Delaware.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Delaware Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Delaware Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Delaware are explained below. 

Once you have made the decision to Qualify as a Foreign LLC 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 LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Delaware Foreign LLC.  However, if there is anything about forming a Foreign LLC 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 LLC in Delaware.

Once you have made the decision to form a Foreign LLC 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 LLC.

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

The LLC 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 LLC.  Whether or not you need to reserve a company name for your new Delaware Foreign LLC depends entirely on your business situation.  The Delaware Secretary of State uses LLC 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 LLC Name.

If the Name you have chosen for your new Delaware Foreign LLC is already in use by a currently active Delaware 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 LLC is available before we submit your Foreign LLC 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 LLC
2. Choose a name for your Delaware Foreign LLC
3. File Registration Documents with the Delaware Secretary of State
4. Determine how you want your Delaware Foreign LLC to be taxed

1. Prove that you are registered in a state other than Delaware as a Domestic LLC
   
   In order to register as a Foreign LLC in the state of Delaware, you must first prove that you are registered in another state as a Domestic LLC.  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 LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, please note that it must be dated no older than 6 months from the date of your application for Delaware LLC 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 LLC.
   We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Delaware Foreign LLC
   
   You can use the same name in Delaware that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Delaware Foreign LLC 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 LLC name that you choose must be distinguishable from the name of any other registered Delaware LLC 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 LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Delaware Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Delaware Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Delaware Foreign LLC 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 LLC name is available and conforms to all state of Delaware Limited Liability Company naming regulations.
3. File Registration Documents with the Delaware Secretary of State
   
   In order to Qualify as a Foreign LLC in Delaware you must file Registration Documents with the Delaware Secretary of State.  In Delaware the registration documents are named "Certificate of Registration of a Foreign Limited Liability Company".
   
   The registration documents must include certain specific information about your Delaware business.  If the LLC Registration Documents do not conform exactly to state of Delaware Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Delaware Foreign LLC has been approved, you may amend the registration documents for your Delaware Foreign LLC but you will have to pay a fee to the state of Delaware in order to make the changes official.
   
   
4. Determine how you want your Delaware Foreign LLC to be taxed
   
   The Delaware Corporate Income Tax Rate is 8.7%.  You may choose that your Delaware Foreign LLC is 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 Corporations. 
   
   You may choose to have your Delaware Foreign LLC 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 form a Single Member Delaware Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Delaware Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Delaware Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Delaware Foreign LLC will be taxed as a Partnership.
   
   Click here for more Delaware Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Delaware Foreign LLC and include it with your final Foreign LLC documents.

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 LLC
3. Keep proper records of your Delaware Foreign LLC 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 LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Delaware Foreign LLC 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 LLC 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 LLC 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 LLC 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 LLC 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 LLC
   
   The Delaware Annual Report includes basic information about your Delaware Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   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 LLC 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 LLC Annual Report to the Delaware Secretary of State by the due date.
   
   
3. Keep proper records of your Delaware Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Delaware Foreign LLC:
   • Names and addresses of all Members and Managers of the Delaware Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Delaware Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Delaware Foreign LLC
   • Copies of all tax returns and Annual Reports for the Delaware Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Delaware
   
   Foreign LLCs 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 Form a Foreign LLC in Delaware you'll need the following information about your LLC:

• The name of your new Delaware Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Delaware (not a PO Box)
• A description of the nature of the business you are planning to operate with the Delaware Foreign LLC
• A good standing certificate from your home state no older that 6 months
• When the Delaware Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)

Remember - ALL the information that you provide when you Form a Foreign LLC 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 LLC in Delaware.

Processing times for new Delaware Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Delaware Foreign LLC 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 LLC.

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 LLC application. We get your Delaware Foreign LLC application to the DE Secretary of State ASAP. Once it is at the state we have no control over the new Delaware Foreign LLC application process.

The state of Delaware charges $320.00 to Form a Foreign LLC in DE.  Also add the cost of a good standing certificate from your home state.   If you choose All Business Documents to help you Form your Foreign LLC in Delaware our processing fees are $145.00.  This includes:

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