If an organization was formed under, and the internal affairs are governed by, the laws of a jurisdiction other than Delaware, the organization is a “foreign entity.”We sometimes refer to foreign entities as out-of-state entities to reinforce the concept that entities formed in other U.S. states are foreign entities, as well as entities formed outside of the United States.
What Are The Name Requirements and Limitations?
A foreign entity registering to transact business in the state of Delaware must register under a name that is available in Delaware, that is not the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity already existing in the state and not already filed with the Secretary of State. Using the word "The" or "of Delaware" does not qualify a name. Delaware requires a Certificate of Good Standing from the state. You must be our client and use Global as your Registered Agent for us to file the Foreign Qualification.
What Does "Qualify" As A Foreign Corporation Mean?
States generally have a similar filing process to qualify (or register) as a foreign corporation, but some states may require a bit more detailed requirements for that state. However, here are the general requirements that almost all states will demand.
The Secretary of State will require a foreign corporation to complete a document, commonly called the "Foreign Corporation Certificate" or the "Statement and Designation by Foreign Corporation." This form will ask for the name of the corporation, the state of incorporation, the address of the principal office in the state of incorporation, the address of the principal office in the foreign state, and the name and address of the registered agent for that state.
Every state will require a foreign corporation to provide the name and address of a registered agent in order to give the state a means to communicate with the foreign corporation. The registered agent (an individual or corporation) must generally reside within the state and provide a physical address (no P.O. Box). The form must be signed and dated by a corporate officer or an authorized person in most cases. Also note, there will be a filing fee for registering as a foreign corporation.
Most states require a "Certificate of Good Standing" sometimes referred to as a "Certificate of Authorization" or "Certificate of Existence" (depending on the state) to be filed by the foreign corporation along with the form described above. This Certificate is used as evidence that the foreign corporation exists and is authorized to conduct business in that foreign state. This Certificate is issued by a state official from the state of incorporation.
Some states may require the foreign corporation to list its assets and liabilities as well as the assets and liabilities within the state it wishes to qualify to do business in. Also, some states may have stricter requirements regarding the registered agent.
How Do I Register My Delaware Company To Qualify In A State Other Than Delaware?
As long as the name is available you can qualify your Corporation or LLC to qualify to do business in another state. If the name is not available then you will need to qualify under a fictitious name. Using the word "The" or "of State Name" does not qualify a name. This holds true in most states.
Most states require a Certificate of Good Standing to accompany the application. Our fee to order a CGS is normally $75 but takes about three weeks to be issued. If you are in a hurry we suggest you take advantage of our expedited services and order the CGS for $150.
Fees to qualify your Delaware company differ from state to state. The fee will depend on the address used for qualification. If we provide the Registered Agent Service with address our fee in most states is $150 and most likely will NOT include mail forwarding services. (California e.g. is $260 paid yearly). Exceptions for mail forwarding include the states of Florida, Massachusetts, Connecticut, Pennsylvania, Maryland, New Jersey, Wyoming and New York where mail will be forwarded.
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