No foreign corporation (or limited liability company) shall do any business in Delaware until has paid the Secretary of State $80 and filed 1) a certificate issued by an authorized officer of the jurisdiction of incorporation evidencing existence; 2) a statement outlining the name and address of the registered agent to be used in Delaware; 3) a statement of the assets and liabilities of the company; and 4) the business the company proposes to conduct in Delaware.

The above filing and fee are not required under any of the following conditions:
(1) If a company is merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs or other forms of advertising, or solicitation, accepting the orders outside Delaware, and filling them with goods shipped into Delaware;
(2) If a company employs salespersons to solicit orders either by display of samples or otherwise, all orders being subject to approval at the offices of the corporation outside of the State, and all goods applicable to the orders being shipped in pursuance thereof from outside of the State to the vendee or to the seller, and if any samples kept within Delaware are for display or advertising purposes only;
(3) If a company sells, by contract consummated outside of Delaware, and agree to deliver into the State, machinery, plants or equipment, the construction, erection or installation of which within the State requires the supervision of technical engineers or skilled employees performing services not generally available to the vendee at the time of construction, erection or installation;
(4) Transacting business in interstate commerce;
(5) If it is an insurance company doing business in this State;
(6) If it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property;
(7) If it secures or collects debts or enforces any rights in property securing the same.

Wayfair Nexus

Not Applicable as Delaware does not impose a sales tax but does, however, have a gross receipts tax that is imposed on all companies selling to customers in Delaware.


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