Delaware Certificate of Authority

A Delaware Certificate of Authority is a crucial document that allows foreign corporations to conduct business in the state of Delaware. Obtaining this certificate is necessary for organizations based outside of Delaware to legally operate within the state’s jurisdiction. By obtaining a Delaware Certificate of Authority, companies can expand their reach and tap into the prosperous business environment that Delaware has to offer.

This certificate signifies that a foreign corporation has met the necessary requirements to do business in Delaware, ensuring compliance with state regulations and tax laws. With a Delaware Certificate of Authority in hand, organizations can establish a presence in Delaware, enabling them to engage in various business activities such as selling products, signing contracts, and hiring employees within the state.

What does a Delaware certificate of authority entail?

Businesses must register with the Delaware Department of State before conducting operations in Delaware. Companies incorporated in another state typically apply for a Delaware certificate of authority, which registers them as a foreign entity and eliminates the need to establish a new entity.

Operating without a certificate of authority can lead to penalties or fines. Apart from state requirements, licensing agencies, banks, and vendors often request a certificate of authority.

When is a certificate of authority required?

Common scenarios necessitating a certificate of authority include:

  • Establishing an office or physical presence in the foreign state
  • Hiring an employee residing in the state
  • Commencing a contract or job in a new state
  • Meeting vendor or bank requirements
  • Fulfilling licensing authority prerequisites

How can I obtain a Delaware certificate of authority?

To acquire your Delaware Certificate of Authority, you need to submit an Application for Certificate of Authority along with necessary certificates or certified copies from your home state. You must appoint a registered agent for your filing to be accepted. Carefully follow the state’s instructions to avoid rejection due to minor errors.

For Foreign Entities:

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

Qualification of Foreign Corporation

Filing Options: Mail or online.

Agency Fee: $245

Legal Reference: 8 DE Code § 371

Certified Copy Requirement: Not mandatory

Certificate of Good Standing Requirement: Certificate of existence dated within 6 months

What documents are necessary from my home state?

For a Delaware Certificate of Authority, you must also provide:

  • 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

Who is a registered agent?

A registered agent accepts legal documents and official notices on behalf of your business. When submitting your Delaware Certificate of Authority application, you must designate a registered agent with a physical address in the state (P.O. Boxes are not accepted).

If your business lacks a physical address in a new state, listing our local registered agent address on your certificate of authority application meets state requirements. Our registered agent service costs $99 annually, offering same-day document scanning from our local office in all 50 states and DC. You can easily add this service to any certificate of authority order.

What is the state’s contact information?

Delaware Department of State – Division of CorporationsPhysical Address: John G. Townsend Bldg., 401 Federal Street, Suite 4Dover, DE 19901Mailing Address: Division of Corporations, PO Box 898Dover, DE 19903Phone: (302) 739-3073Fax: (302) 739-3812 or (302) 739-3813Website: Search: Filing:

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