Delaware Code

8 Del. C. § 371 (2026)

Definition; qualification to do business in State; procedure

✓ current as of May 2026

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(a) As used in this chapter, the words “foreign corporation” mean a corporation organized under the laws of any jurisdiction other than this State.

(b) No foreign corporation shall do any business in this State, through or by branch offices, agents or representatives located in this State, until it shall have paid to the Secretary of State of this State for the use of this State, $80, and shall have filed in the office of the Secretary of State:

(1) 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;

(2) A statement executed by an authorized officer of each corporation setting forth (i) the name and address of its registered agent in this State, which agent may be any of the foreign corporation itself, an individual resident in this 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, (ii) 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 (iii) 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. The statement shall be acknowledged in accordance with § 103 of this title.

(c) The certificate of the Secretary of State, under seal of office, of the filing of the certificates required by subsection (b) of this section, shall be delivered to the registered agent upon the payment to the Secretary of State of the fee prescribed for such certificates, and the certificate shall be prima facie evidence of the right of the corporation to do business in this State; provided, that the Secretary of State shall not issue such certificate unless the name of the corporation is such as to distinguish it upon the records in the office of the Division of Corporations in the Department of State from the names that are reserved on such records and from the names on such records of each other corporation, partnership, limited partnership, limited liability company or statutory trust organized or registered as a domestic or foreign corporation, partnership, limited partnership, limited liability company or statutory trust under the laws of this State, except with the written consent of the person who has reserved such name or such other corporation, partnership, limited partnership, limited liability company or statutory trust, executed, acknowledged and filed with the Secretary of State in accordance with § 103 of this title. If the name of the foreign corporation conflicts with the name of a corporation, partnership, limited partnership, limited liability company or statutory trust organized under the laws of this State, or a name reserved for a corporation, partnership, limited partnership, limited liability company or statutory trust to be organized under the laws of this State, or a name reserved or registered as that of a foreign corporation, partnership, limited partnership, limited liability company or statutory trust under the laws of this State, the foreign corporation may qualify to do business if it adopts an assumed name which shall be used when doing business in this State as long as the assumed name is authorized for use by this section.

8 Del. C. 1953, § 371; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 35; 57 Del. Laws, c. 150, § 9; 57 Del. Laws, c. 421, §§ 11, 12; 60 Del. Laws, c. 371, § 14; 66 Del. Laws, c. 352, § 12; 67 Del. Laws, c. 229, § 1; 69 Del. Laws, c. 234, § 1; 70 Del. Laws, c. 186, § 1; 73 Del. Laws, c. 329, § 47; 75 Del. Laws, c. 306, § 6; 77 Del. Laws, c. 290, §§ 28, 29; 79 Del. Laws, c. 122, § 9;

Notes of Decisions

Cited in 18 cases (1 in the last 5 years), 1973–2026 · leading case: Genuine Parts Co. v. Cepec, 137 A.3d 123 (Del. 2016).

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Genuine Parts Co. v. Cepec, 137 A.3d 123 (Del. 2016). · cites it 4× “Adhering to the interpretation given to our registration statutes—8 Del. C. §§ 371 and 376—in Sternberg v. O’Neil,2 our Superior Court held that, notwithstanding the U.”

Acorda Therapeutics Inc. v. Mylan Pharm. Inc., 817 F.3d 755 (Fed. Cir. 2016). · cites it 2× “ant to 8 Del.C. § 371, and appointed a registered agent for the service of process, pursuant to 8 Del.”

Astrazeneca AB v. Mylan Pharm., Inc., 72 F. Supp. 3d 549 (D. Del. 2014). · cites it 2× “) Mylan has no property or employees in Delaware, and Mylan conducts essentially no direct sales in Delaware. (Id. ¶¶ 6-8.) Mylan is, however, registered to do business in Delaware and has appointed a registered agent to accept service of process in Delaware, pursuant to 8 Del.”

Farmers Bank v. Sinwellan Corp., 367 A.2d 180 (Del. 1976). · cites it 2× “DUFFY, Justice: Two questions are submitted for decision in this appeal from the Superior Court: (1) Is the corporate plaintiff required to comply with 8 Del.C. § 371 before it may maintain the action; and (2) Does the individual plaintiff have a cause of action under 6 Del.”

Belden Tech., Inc. v. LS CORP., 626 F. Supp. 2d 448 (D. Del. 2009). “8 Del. C. § 371(b)(2). Plaintiff also alleges that LS Cable Ltd.”

G. R. Sponaugle & Sons, Inc. v. McKnight Constr. Co., 304 A.2d 339 (Del. Super. Ct. 1973). · cites it 2× “I CAPACITY TO SUE The first issue raised by Betty Gay is whether plaintiff, a Pennsylvania corporation, was entitled to proceed with this mechanic’s lien action since plaintiff had not complied with 8 Del.C. § 371 at the time of the filing of this action.”

Harry David Zutz Ins. Inc. v. H. M. S. Assocs., Ltd., 360 A.2d 160 (Del. Super. Ct. 1976). “” Pursuant to this statute, plaintiff purported to serve defendant Properties, a Florida corporation which has not qualified to do business under 8 Del.C. § 371, by service upon the Secretary of State of Delaware.”

Gen. Foods Corp. v. Haines & Co., Inc., 458 F. Supp. 1167 (D. Del. 1978). “3 Haines is a foreign corporation that has never qualified to do business in Delaware as it might have done under 8 Del.C. § 371. Service was purportedly made upon Haines by serving the Secretary of State under 8 Del.”

Coyle v. Peoples, 349 A.2d 870 (Del. Super. Ct. 1975). · cites it 3× “§ 383, a foreign corporation unqualified under 8 Del.C. § 371, but “doing business” nevertheless, is not permitted to maintain an action in Delaware until it has been properly registered and has paid all fees, penalties and franchise taxes for the period in which it did business…”

D'ANGELO v. Petroleos Mexicanos, 378 F. Supp. 1034 (D. Del. 1974). “Mobil is a foreign corporation which is qualified to do business in Delaware under 8 Del.C. § 371 (1968 Cum.Suppl.). Service of process upon a qualified foreign corporation may be made upon its registered agent.”

Financeamerica Private Brands, Inc. v. Harvey Hall, Inc., 366 A.2d 836 (Del. Super. Ct. 1976). “III With respect to the contention that plaintiff as a corporation is not entitled to bring this action because the complaint does not show that it has qualified to do business in Delaware as provided in 8 Del. C. §§ 371 and 372, and hence is barred from bringing this by virtue…”

Stauffer Chem. Co. v. Keysor-Century Corp., 541 F. Supp. 239 (D. Del. 1982). “On February 16,1982, Keysor qualified to do business in Delaware as required by either 8 Del.C. § 371 or 8 Del.C. § 372. 8 Del.C.”

Show all 18 citing cases →

— 8 Del. C. § 371(b) — 3 cases

Genuine Parts Co. v. Cepec, 137 A.3d 123 (Del. 2016). “Adhering to the interpretation given to our registration statutes—8 Del. C. §§ 371 and 376—in Sternberg v. O’Neil,2 our Superior Court held that, notwithstanding the U.”

Coyle v. Peoples, 349 A.2d 870 (Del. Super. Ct. 1975). “§ 383, a foreign corporation unqualified under 8 Del.C. § 371, but “doing business” nevertheless, is not permitted to maintain an action in Delaware until it has been properly registered and has paid all fees, penalties and franchise taxes for the period in which it did business…”

Netcarrier Telecom Inc v. Tidemark Fcu Found. Inc. (Del. Ct. Com. Pl. 2019).

— 8 Del. C. § 371(b)(2) — 2 cases

Belden Tech., Inc. v. LS CORP., 626 F. Supp. 2d 448 (D. Del. 2009). “8 Del. C. § 371(b)(2). Plaintiff also alleges that LS Cable Ltd.”

Dalton v. Racific Rim Capital, Inc. (Del. Super. Ct. 2020).

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