Filed if a company requires changes to membership, addresses or company name.
Your business is expanding beyond your local region. Or perhaps you are an Internet business with fulfillment centers in multiple locations. This may mean you are doing business in a “foreign” state. What do you do? We have the answers to all your questions regarding what constitutes doing business in another state and how to get the proper paperwork done to be legitimate.
Many confuse foreign qualification with the idea of operating outside the United States. This really has to do with how you perform within the borders of the United States. “Foreign,” in this case, refers to the fact that each state has operating rules that are different from one another; and, in turn, must insist on proper registration to do business in that locale.
Therefore, it is important that when your company is located in or operates within a state other than the place of original incorporation, you are given the proper rights to conduct business there. This actually means you need to obtain a Certificate of Authority.
A Foreign Qualification refers to the process by which you register your company to do business in another state. An LLC or corporation is considered "domestic" in the state in which is was formed, and “foreign” in any other state in which it wants to do business. When you file a Foreign Qualification, you get a Certificate of Authority, which gives you legitimate rights to do business in the state. A Foreign Qualification must be completed in each state in which a corporation or LLC intends to conduct business.
What does it mean to “do business” in a state? Let’s discuss the activities that determine you are conducting business in another state. Essentially, if your actions go beyond minor transactions in a state, such as making management decisions, you will likely be seen as a “foreign” entity that needs to register. However, there are some simple rules that help weed out the minor from the major “doing business” stature.
If your business fits any of these criteria, you could benefit from filing a Foreign Qualification with us.
A Certificate of Authority is an official document that gives you permission to operate your business in a state other than the one in which your corporation was formed. If a company neglects to file a Foreign Qualification and receive a Certificate of Authority, then it does not have legal standing or authority to transact business within that state. Every state has different rules regarding what constitutes transacting business. Not following the rules could affect your business's Certificate of Good Standing which you need to get a business loan, renew your business license or file your business taxes. It can be cumbersome and time consuming to file a Certificate of Authority in every state in which you want to do business, which is why Incfile has simplified the process. Simply complete our online Foreign Qualification form, and we’ll do the paperwork for you.
Every process has paperwork and proper steps to follow. To give you an understanding of what we’ll be doing on your behalf, let’s review the process below:
Save your time. We'll handle the paperwork.
Typical criteria include but are not limited to:
Requirements to obtain or a Foreign Qualification / Certificate of Authority:
You must submit a registration in a state at least 20 days before conducting any business. This allows time for paperwork to be completed and the Certificate to be issued by state authorities.
Many states require a copy of your formation documents and a Certificate of Good Standing from your home (domestic) state where you incorporated. You’ll also be asked to pay fees required by each state you are seeking the right to conduct business. Keep in mind that once you “do business” in a state, you become responsible for meeting their requirements, such as the need to file annual information reports with the state.
The cost depends on the fee to obtain a Certificate of Good Standing and the filing fee that the inbound state assesses. Our service fee to prepare and file a Foreign Qualification is $149. To review the fee in your state click on the “order now” button and select the state and entity type.
The filing time is dependent on the governing state agency and varies by state. Multiple steps are involved in filing, so your timely response to needed documentation is helpful. Most of the states will expedite the filing for an additional fee.
This document is obtained by contacting the Secretary of State. Incfile will complete this request when you file with our service. It is provided to verify that you are in compliance with tax and government requirements in that state.
The governing state agency will typically return a copy of the filed articles which are then mailed to you immediately.
As your business grows we'll be there every step of the way to make sure that you have the resources at hand to service your companies ongoing needs.