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: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $245 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 6 months. |
For Foreign Limited Liability Companies:
| Agency: | Delaware Department of State - Division of Corporations |
| Form: | Certificate of Registration of Foreign Limited Liability Company |
| Filing Method: | Mail or online. |
| Agency Fee: | $200 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 6 months. |
For Foreign Nonprofit Corporations:
| Agency: | Delaware Department of State - Division of Corporations |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $245 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 6 months. |
For Foreign Limited Partnerships:
| Agency: | Delaware Department of State - Division of Corporations |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $200 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 6 months. |
For Foreign Limited Liability Partnerships:
| Agency: | Delaware Department of State - Division of Corporations |
| Form: | Statement of Qualification of Foreign Limited Liability Partnership |
| Filing Method: | Mail or online. |
| Agency Fee: | $200 per partner |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 6 months. |
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.
- Limited Partnership: Certificate of existence dated within 6 months.
- Limited Liability Partnership: 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 CorporationsPhysical Address:
John G. Townsend Bldg., 401 Federal Street, Suite 4
Dover, DE 19901
Mailing Address:
Division of Corporations, PO Box 898
Dover, DE 19903
Phone: (302) 739-3073
Fax: (302) 739-3812 or (302) 739-3813
Website: https://corp.delaware.gov/
Name Search: https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx
Forms: http://corp.delaware.gov/corpforms.shtml
Online Filing: https://onestop.delaware.gov/#
Email: corp@delaware.gov
