‹ Delaware Filing Guide · All Penalties
Operating in Delaware without a certificate of authority can trigger a civil penalty under state statute and bar your LLC from Delaware courts. See the consequences and next steps below.
Delaware fines an unregistered foreign LLC $200 for each year or part of a year it does business without registering, and it cannot bring a case in a Delaware court until it registers and pays those fines and fees. Once registered, the LLC owes the $400 annual tax each June 1; paying late adds $200 and 1.5 per cent interest a month, and after three months in arrears the state can sue to collect. Contracts stay valid and owners are not personally liable just because the LLC was unregistered.
| What's at stake | If you don't register | Severity |
|---|---|---|
| Civil penalty | $200 fine payable to the Secretary of State for each year or part of a year of doing business without registration (entity). Registering now does not necessarily remove a penalty for earlier activity.Checked Sep 27, 2026 · delcode.delaware.gov | High |
| Back fees on cure | You owe every fee and tax that would have been due if you had registered on time. Applicable charges include registration fees and the annual LLC tax, following each charge's own filing schedule. A one-time registration fee is not charged again for every unregistered year. Interest accrues on unpaid amounts. | High |
| Right to sue in state court | Closed. You cannot bring or maintain any lawsuit in state court until you register. If you need to sue a customer, a partner, or a vendor, you have to register first. You can still defend yourself if someone sues you. | High |
| Contract validity | Contracts generally remain valid, but registration may be required before you can sue to enforce them. | Low |
| Personal liability | Your personal assets are still protected by the LLC. Failing to register does not by itself pierce the corporate veil. Other liability theories like veil-piercing, personal guarantees, and fraud are unaffected. | Low |
| State tax exposure | Yes. A registered foreign LLC owes Delaware's $400 annual tax each June 1, with a $200 penalty and 1.5 per cent monthly interest if it pays late. For years it operated without registering, it owes the $200-a-year fine and the fees instead. Delaware taxes income earned in Delaware, not income earned elsewhere. | Medium |
| How it gets enforced | Collected by the Delaware Secretary of State at registration, or by enforcement action if you do not voluntarily register. | N/A |
Here's how to fix it before any of this catches up to you.
You can file the foreign qualification yourself directly with the Delaware Secretary of State for the standard filing fee. A wrong form version, a missing certificate of good standing from your home state, or a name conflict with an existing entity can delay approval. Check the form and required documents before submitting. The consequences of remaining unregistered are described above; they do not all accrue weekly.
File it yourself$200 + $125 = $325, the state fee plus a registered agent for the year
Have Northwest file it$200 + $225 = $425, the state fee plus the service, one year of registered agent included
These totals cover registration and the listed service only. Back fees, penalties, taxes and required attachments are extra. The DIY example includes a paid agent. State fees paid by card through Northwest carry a 2.7% card charge. Both routes leave you with the same registered agent obligation from year two.
Want help with the paperwork? Northwest can prepare and submit your foreign registration and serve as your registered agent. Hiring a service does not erase overdue fees, taxes or penalties.
Have Northwest register your LLC in Delaware ↗Other options
Comparing services first? Read our full Northwest Registered Agent review and Harbor Compliance review for pricing, renewal behavior, and what each is best at.
Filing yourself anyway? See the Delaware foreign LLC registration guide for the form, fee, and step-by-step process.
Answer 3 questions to find out if your LLC needs to register in other states.
See the form, fee, and step-by-step process for changing your registered agent in Delaware.
Learn what counts as “doing business” and which activities trigger the foreign qualification requirement.
See what Delaware calls it, the state fee, and how to order it for a foreign registration.
This page provides general information based on publicly available Delaware statutes. It is not legal advice and is not a substitute for advice from a licensed attorney about a specific situation. Statutes change. Court interpretations vary by case. Verify current statute text with the Delaware legislature before relying on the information here. If you are facing enforcement action or a pending lawsuit, consult a Delaware business attorney.