How to Setup a Foreign Corporation in Delaware
According to the Section 371 of the General Corporation Law of the State of Delaware, the words "foreign corporation" mean a corporation organized under the laws of any jurisdiction other than State of Delaware.
Delaware law requires every corporation that is doing business in this state but is formed in another state or jurisdiction to submit a completed “Foreign Qualification?form with the Division of Corporations along with a Certificate of Existence issued by that state or jurisdiction.
The Certificate of Existence as of a date not earlier than 6 months prior to the filing date, should be issued by an authorized officer of the jurisdiction of its incorporation evidencing its corporate existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.
A Foreign Qualification executed by an authorized officer should list the name of the foreign corporation, the jurisdiction of incorporation for the foreign corporation, the specific purpose of the foreign corporation, the complete name and street address of the registered agent located in Delaware you are appointing to accept service of process for the foreign corporation, the assets and liabilities of the foreign corporation within 6 months prior to the filing of this certificate.
Every foreign corporation admitted to do business in State of Delaware which shall change its corporate name, or enlarge, limit or otherwise change the business which it proposes to do in this State, shall, within 30 days after the time said change becomes effective, file with the Secretary of State a certificate, which shall set forth:
- The name of the foreign corporation as it appears on the records of the Secretary of State of State of Delaware;
- The jurisdiction of its incorporation;
- The date it was authorized to do business in State of Delaware;
- If the name of the foreign corporation has been changed, a statement of the name relinquished, a statement of the new name and a statement that the change of name has been effected under the laws of the jurisdiction of its incorporation and the date the change was effected;
- If the business it proposes to do in State of Delaware is to be enlarged, limited or otherwise changed, a statement reflecting such change and a statement that it is authorized to do in the jurisdiction of its incorporation the business which it proposes to do in State of Delaware.
According to the Section 374 of the General Corporation Law of the State of Delaware, annually on or before June 30, a foreign corporation doing business in this State shall file a report with the Secretary of State. The report shall be made on a form designated by the Secretary of State and shall be signed by the corporation’s president, secretary, treasurer or other proper officer duly authorized so to act, or by any of its directors, or if filing an initial report by any incorporator in the event its board of directors shall not have been elected.
Upon the failure, neglect or refusal of any foreign corporation to file an annual report, the Secretary of State may, in the Secretary of State’s discretion, investigate the reasons therefor and shall terminate the right of the foreign corporation to do business within this State upon failure of the corporation to file an annual report within any 2-year period.
Reference: https://delcode.delaware.gov/title8/c001/sc16/index.html
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