Filing a Foreign Qualification to Do Business Out of State

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.

• First, the company would have a physical presence in the state. This refers to the existence of an office, store or warehouse that services or solicits residents of that state in any form. It could also refer to having employees or even bank accounts in a state.
• Second, if your company has to pay state taxes in a particular locale, they are going to be tagged as “doing business” in a state. Taxes are assessed when a company sells directly from a state or upholds a significant number of contracts in a state.

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:

• Name Search: Your corporation’s name will be compared to the database in each state to ensure no other company is using it. Hopefully, there will be no contradiction, but if there is then you’ll be asked to operate under a fictitious or assumed name. If you'd like to conduct your own name search for your LLC, we've created How to Search & Choose Your Business Entity Name in all 50 States.
• Registered Agent: You will need to select a registered agent in that state.
• Certificate of Authority: Finally, you register for the right to do business in the state. This is similar to the process of incorporation and requires some paperwork and fees be submitted.