Delaware Certificate of Authority

What is a Delaware certificate of authority?

Companies are required to register with the Delaware Department of State before doing business in Delaware. Businesses that are incorporated in another state will typically apply for a Delaware certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.

Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.

When do I need a certificate of authority?

The most common reasons for applying for a certificate of authority include:

  • Opening an office or physical location within the foreign state
  • Hiring an employee who resides within the state
  • Before beginning a contract or a job in a new state
  • A vendor or bank’s requirements
  • Licensing authority requirements

How do I get a Delaware certificate of authority?

To obtain your Delaware Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.

For Foreign Corporations:

Agency:Delaware Department of State - Division of Corporations
Form:

Qualification of Foreign Qualification

Agency Fee:

$245

Law:

8 DE Code § 371

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence dated within 6 months.

Fact Checked:1/28/19

For Foreign Limited Liability Companies:

Agency:Delaware Department of State - Division of Corporations
Form:

Certificate of Registration of Foreign Limited Liability Company

Agency Fee:

$200

Law:

6 DE Code § 18-902

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence dated within 6 months.

Fact Checked:1/28/19

For Foreign Nonprofit Corporations:

Agency:Delaware Department of State - Division of Corporations
Form:

Foreign Corporation Qualification

Agency Fee:

$245

Law:

8 DE Code § 371

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence dated within 6 months.

Fact Checked:1/28/19

For Foreign Professional Corporations:

Agency:Delaware Department of State - Division of Corporations
Form:

Qualification of Foreign Qualification

Agency Fee:

$245

Law:

8 DE Code § 618

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence dated within 6 months.

Fact Checked:1/28/19

For Foreign Limited Partnerships:

Agency:Delaware Department of State - Division of Corporations
Form:

Certificate of Registration of Foreign Limited Partnership

Agency Fee:

$200

Law:

6 DE Code § 17-902

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence dated within 6 months.

Fact Checked:1/28/19

For Foreign Limited Liability Partnerships:

Agency:Delaware Department of State - Division of Corporations
Form:

Statement of Qualification of Foreign Limited Liability Partnership

Agency Fee:

$200 per partner

Law:

6 DE Code § 15-1102

Certified Copy Requirement:

Certified copies not required.

Certificate of Good Standing Requirement:

Certificate of existence dated within 6 months.

Fact Checked:1/28/19

What do I need from my home state?

In order to obtain a Delaware Certificate of Authority, you must also submit:

  • Limited Liability Company: Certificate of existence dated within 6 months.
  • Corporation: Certificate of existence dated within 6 months.
  • Nonprofit Corporation: Certificate of existence dated within 6 months.

What is a registered agent?

A registered agent receives service of process and government notices on behalf of your business. When you prepare your Delaware Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).

Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.


What is the contact information for the state?

Delaware Department of State - Division of Corporations
Division of Corporations, PO Box 898
Dover, DE 19903
Phone: 302-739-3073
Fax: 302-739-3812 or 302-739-3813
https://corp.delaware.gov/
Email: corp@delaware.gov

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