North Carolina Foreign Registration Delaware LLCs
A Delaware LLC registering in North Carolina
A Delaware LLC that starts working in North Carolina files Form L-09 for $250 with an original Delaware certificate under 6 months old, and the Delaware certificate itself costs $50. Add 24-hour filing at $100 if a date presses. The Delaware annual tax of $400, due June 1, is unaffected, and North Carolina adds a $200 report each April 15.
What each state asks of the LLC
| Delaware | North Carolina | |
|---|---|---|
| What you file | Nothing more; the LLC already exists there | Form L-09, $250 |
| Speed options | Not at issue | Regular, $100 for 24 hours, $200 same day |
| Proof of existence | Good standing certificate, $50 | Original, under 6 months old |
| Yearly cost | $400, payable June 1 | $200 report, due April 15 |
| Late consequence | $200 added | Revocation process; reinstatement $450 |
| Agent | A Delaware agent | A North Carolina agent with a street office here |
Getting the Delaware certificate in time
North Carolina rejects copies, so the Delaware certificate has to be an original from Delaware's Division of Corporations, and it has to be recent when Raleigh looks at it. The practical order of work is to settle any unpaid Delaware tax first, so the certificate shows a company in order, and then order the certificate so that it arrives just before you file. A certificate that is already five months old when it is ordered leaves almost no margin for the mail.
When a Delaware LLC needs the rush
A Delaware LLC may be registering under pressure: a landlord wants the certificate, a customer asks for proof of authority, a hire has started. In those cases the 24-hour option at $100 brings the total to $350, and same-day at $200 to $450 when the document is in by 12:00 noon Eastern. A rush helps only if the Delaware certificate is in hand, so order it first.
The Delaware entries on Form L-09
Start with the Delaware name exactly as the Delaware record has it, then name Delaware as the home jurisdiction. The principal office can be anywhere, so give the place the business is run from, with its county. The agent and office entries belong to North Carolina, not Delaware. One of the officials you list will sign, and the certificate is attached last. If a North Carolina entity already has the name, the LLC states a substitute and attaches the managers' resolution adopting it. Everything else is on the Form L-09 page.
Names a Delaware LLC cannot carry over
Name rules here ask a foreign LLC to carry an ending along the lines of "limited liability company", "L.L.C.", "LLC". Where a Delaware LLC's name falls short, or another entity holds it, the LLC operates here under a different name. A registered foreign entity that later switches to a name that fails these rules is barred from using it here until an amended certificate is in place (G.S. 55D-20(b)).
Delaware and North Carolina deadlines
| Date | Duty | Cost |
|---|---|---|
| June 1 | Delaware annual LLC tax | $400 |
| April 15 | North Carolina annual report, from the year after authority | $200 |
| Sixty days after an agent or office moves | Tell North Carolina about the new one | $5 |
The two states keep separate calendars. Paying one does nothing for the other.
Registering a Delaware LLC in North Carolina
Settle Delaware first
The $400 annual tax should be paid.
Request the Delaware original
$50, timed to the filing.
Choose the agent
A North Carolina street address.
Pick the speed
Regular, $100 or $200.
File Form L-09
$250 plus any rush option.
Why a Delaware LLC should plan the paper trail
Each entity that does business in North Carolina registers separately, with its own certificate, its own application and its own annual report. A parent that merely owns shares in an operating company is a different case from the operating company itself, and the activity test is applied to the entity that acts.
Changing the Delaware name later
If the LLC changes its name in Delaware after registering here, it must amend its North Carolina certificate of authority, since the name is something the amendment covers (G.S. 57D-7-04(a)). The form is Form L-10 at $50, with a fresh certificate. Until then the LLC may not use a changed name here if it would not comply (G.S. 55D-20(b)).
Delaware LLC questions
What does the 24-hour option add for a Delaware LLC?
$100, bringing the state total to $350.
What happens if the LLC renames itself in Delaware?
The amendment is Form L-10, $50, filed with a fresh certificate of existence.
Does North Carolina accept a Delaware certificate printed online?
The form wants an original, authenticated certificate that is not a photocopy. We order the authenticated original for you.
Is the rush fee worth it?
Only if the certificate is already in hand and a date presses. The rush changes nothing about the Delaware tax.
Does Delaware stop billing me?
Not at all. Its $400 tax stays payable on June 1.
Fixed fee, state fees at cost
- The state form for your entity type, completed from your answers
- An original certificate of existence from your home state, requested for you
- Filed electronically with the Business Registration Division in Raleigh
- A North Carolina registered agent: ours, or the one you pick
- Your issued certificate and the date of your first April 15 report
- Renewal: after the first year, the agent service renews at $149 a year
State filing fees and any rush option are charged at cost and listed apart from our fee. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
State sources
- North Carolina Secretary of State, LLC fee schedule
- Form L-09, Application for Certificate of Authority (LLC)
- North Carolina Secretary of State, Business Registration fees (nonprofit, LLP, expedite, payment fees)
- North Carolina Secretary of State, Business Registration forms
- North Carolina Secretary of State, Business Registration Division (turn-around times)
- North Carolina Secretary of State, Business Registration forms list (nonprofit, LP and LLP forms)
- North Carolina Secretary of State, annual report due dates
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Form L-09A, Application for Certificate of Authority Following Administrative Revocation (LLC)
- N.C. Gen. Stat. 55D-20 (name requirements)
- N.C. Gen. Stat. 57D-7-04 (amended certificate of authority)
Need to be registered in North Carolina soon?
Order online, choose a rush option if you need one, and we prepare and file the application.