Delaware Code Title 11 Sec. 1510 – Registration of foreign corporations
(a) Each foreign corporation desiring to acquire of record any real property shall have, prior to acquisition, and shall continuously maintain in this State during any year thereafter in which such real property is owned by the corporation:
(1) A registered office; and
(2) A registered agent, which agent may be either:
a. An individual resident in this State, whose business office is identical with such registered office; or
b. Another corporation authorized to transact business in this State, having a business office identical with such registered office.
A foreign corporation that, prior to acquisition of any real property in this State, complies with the requirements of § 371 of Title 8 and thereafter continuously maintains a registered agent in this State for the purposes of that section shall be deemed to have complied with the requirements of this subsection.
Terms Used In Delaware Code Title 11 Sec. 1510
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Principal: shall mean a person who engages in conduct constituting a violation, or one who is legally accountable for the unlawful conduct of another person or entity. See Delaware Code Title 11 Sec. 1502
- Real property: shall mean any real property situated in this State or any interest in such real property, including, but not limited to, any lease of or mortgage upon such real property. See Delaware Code Title 11 Sec. 1502
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- State: means the State of Delaware; and when applied to different parts of the United States, it includes the District of Columbia and the several territories and possessions of the United States. See Delaware Code Title 1 Sec. 302
- United States: includes its territories and possessions and the District of Columbia. See Delaware Code Title 1 Sec. 302
- Year: means a calendar year, and is equivalent to the words "year of our Lord. See Delaware Code Title 1 Sec. 302
(b) Each foreign corporation shall file with the Secretary of State on or before June 30 of each year, a sworn report on such forms as the Secretary of State shall prescribe, setting forth:
(1) The name of such corporation;
(2) The street address and the principal office of such corporation;
(3) The name and street address of the registered agent and registered office of such corporation; and
(4) The signature of the corporate president, vice-president, secretary, assistant secretary or treasurer attesting to the accuracy of the report as of the date immediately preceding filing of the report.
A foreign corporation that complies with § 374 of Title 8 by filing the annual report as required by that section shall be deemed to have complied with this subsection.
(c) Each foreign corporation which fails to comply with subsections (a) and (b) of this section shall not be entitled to sue or to defend in the courts of the State, until such corporation has a registered agent and registered office pursuant to subsection (a) of this section (or until such corporation registers with the Secretary of State pursuant to § 371 of Title 8) and complies with subsection (b) of this section by filing a report pursuant to such subsection (or pursuant to § 374 of Title 8).
(d) The filing of a report by a corporation as required by this section shall be solely for the purposes of this chapter and, notwithstanding any other act, shall not be used as a determination of whether the corporation is doing business in this State; provided, however, that this subsection shall not apply to a foreign corporation which satisfies the requirements of subsection (b) of this section by filing an annual report under § 374 of Title 8.
(e) This section shall not apply to any foreign financial, banking, insurance or lending organization whose lending activities are regulated by any other state or the United States of America.
(f) The Secretary of State may establish fees for any filings required by this section, which fees shall not exceed those prescribed for similar filings as stated in § 391 of Title 8.