Delaware Qualification Certificate of a Foreign Corporation
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The Delaware Qualification Certificate of a Foreign Corporation must be submitted to the Delaware Division of Corporation whenever a foreign Incorporator intends operate as a corporation in the State of Delaware. This document must be accompanied by a Certificate of Existence from the origin state (dated within six months of filing the articles), the Delaware filing memo,and any additional required paperwork. There will be a state filing fee of $245.00. If you wish the returned articles to be certified, it may be done upon request for an additional $50.00. You may also expedite the process. This may cost up to an additional $1000.00 depending upon the situation. In some cases, the expediting service fee will have to be divulged that day verbally (call (302) 739-3073). Many of these issues will be covered in the Delaware filing memo. It is suggested, though not required, that foreign corporations include a cover letter for the entire submittal package with designated contact party’s information.

These articles may be submitted by mail to Delaware Division of Corporation, 401 Federal Street – Ste 4, Dover, DE 19901. Checks (made payable to “Delaware Secretary of State”) and major credit cards are both acceptable forms of payment when mailing in the submittal package. You may also fax the articles to (302) 739-3812 however only credit card payments will be accepted with this submittal method. In either case full payment of all applicable fees must accompany filing this submittal package to the Delaware Division of Corporation.

How To File

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Step 1 – The Delaware Division of Corporation strongly recommends including a cover letter for a quicker filing. You may download this cover letter and use it as a model or fill out the applicable areas. If you choose to make your own, make sure to include contact information, name any services you are requesting (such as expediting), and payment information (if using a credit card). This may not be a requirement of foreign corporations but it is strongly suggested. You may view Cover Letters made available by the Delaware Division of Corporation here: http://corp.delaware.gov/cvrmemo.shtml

Step 2 – Next, you must download the “Foreign Corporation Qualification” form by selecting it from the “New Entities” page on the Delaware Division of Corporation website. It is located here: http://corp.delaware.gov/newentit09.shtml.

Step 3 – The first item of this form will require the full and true name of the foreign corporation. If this name is unavailable for use in the State of Delaware, report the assumed name the forming entity must operate under (i.e. Original Corp will be operating as New Name Corp in the state of Delaware).

Step 4 – In the second item report the state and/or country where the foreign corporation was formed. That is, the jurisdiction that holds power over the entity applying to form a corporation in the State of Delaware.

Step 5 – In the third item, state the purpose of the corporation being formed in Delaware and describe how it will conduct business in this state.

Step 6 – In the fourth item, report the physical Street Address, City, and Zip Code of the Registered Agent who has accepted the responsibility of receiving court documents on behalf of the foreign corporation if it is sued. This individual or business entity must be located in the State of Delaware.

Step 7 – An authorized officer of the foreign entity must Sign and Print his/her name at the end of this document.

Step 8 – When it is time to file you must submit a Certificate of Good Standing from the origin state of the foreign corporation, dated within six months of the filing date of the Delaware Qualification Certificate of a Foreign Corporation being submitted. It is strongly suggested you also include a cover letter especially if you are requesting additional services and wish to maintain a clear line of communication with the Delaware Division of Corporation. In addition to these forms you must also submit all required paperwork and full payment for the $245.00 filing fee at the time of filing. If any services have been requested, you must submit full payment for them. You may pay by check if submitting by mail. You may pay by credit card if you are submitting by mail or by fax.

To Submit by Mail, Send To:

Delaware Division of Corporation
401 Federal Street – Suite 4
Dover, DE 19901

To Submit by Fax, Sent To:

(302) 739-3812