Qualification to Do Business in State
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Statutes
"The failure of a foreign corporation to obtain authority to do business in the State shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in the State. (8 Del.C. § 383)
No foreign corporation shall do any business, through or by branch offices, agents or representatives located in the State, until it shall have paid to the Secretary of State, $80, and shall have filed in the office of the Secretary of State a certificate, as of a date not earlier than 6 months prior to the filing date, 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 corporation also needs to file a statement executed by an authorized officer of each corporation setting forth the name and address of its registered agent in the State, which agent may be any of the foreign corporation itself, an individual resident in the State, a domestic corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a domestic limited liability company, a domestic statutory trust, a foreign corporation (other than the foreign corporation itself), a foreign partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a foreign limited liability company or a foreign statutory trust, a statement, as of a date not earlier than 6 months prior to the filing date, of the assets and liabilities of the corporation, and the business it proposes to do in this State, and a statement that it is authorized to do that business in the jurisdiction of its incorporation. (8 Del.C. § 371)"
No foreign corporation shall do any business, through or by branch offices, agents or representatives located in the State, until it shall have paid to the Secretary of State, $80, and shall have filed in the office of the Secretary of State a certificate, as of a date not earlier than 6 months prior to the filing date, 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 corporation also needs to file a statement executed by an authorized officer of each corporation setting forth the name and address of its registered agent in the State, which agent may be any of the foreign corporation itself, an individual resident in the State, a domestic corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a domestic limited liability company, a domestic statutory trust, a foreign corporation (other than the foreign corporation itself), a foreign partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a foreign limited liability company or a foreign statutory trust, a statement, as of a date not earlier than 6 months prior to the filing date, of the assets and liabilities of the corporation, and the business it proposes to do in this State, and a statement that it is authorized to do that business in the jurisdiction of its incorporation. (8 Del.C. § 371)"
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Contributors
Lawrence F. Flick, II
Blank Rome LLP
The statutory information was edited and reviewed with the support of MultiState
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