Register a Business in a New State
Corporate Compliance by Local Corporate Guides®
Considering doing business in another state? You’ll need to register your business as a foreign LLC or foreign corporation—a process called “foreign qualification.” We’ve laid out all the steps for foreign qualification below and provide resources on the linked pages. Prefer to skip to detailed information for an individual state? Choose your state from the drop-down below.
What is Foreign Qualification?
Foreign qualification is a fancy name for registering your existing company in a new state so that you can legally conduct business there. Without foreign qualification, you can ONLY transact business in the state where your business formed or incorporated.
Don’t be thrown off by the word “foreign.” In this case, it just means “out of state.” And while “foreign qualification” may not exactly be a household phrase, it’s a pretty straightforward process that boils down to getting a few ducks in a row, filing a form and paying a fee.
Registering Your Foreign Company in a New State
Businesses Required to Register
You need to register your business in another state if you do business there—but what exactly counts as “doing business?” Somewhat frustratingly, the definition of “doing business” varies from state to state. Broadly speaking, however, if you have a physical presence (such as an office, store or warehouse), employees, property or other assets, business licenses, or a bank account within another state, you’re most likely considered to be doing business there and will need to register as a foreign business.
Today, more and more businesses are selling products online all over the US. So, do Internet-based companies need foreign qualification? The short answer is that it’s still a bit of a gray area. Generally, as long as your offices, warehouses, employees, bank accounts, etc. are all in your state of incorporation, you may not need foreign qualification. However, this isn’t set in stone (particularly if you do any shipping from within another state or if you receive the bulk of your revenue from a state where you aren’t registered). For Internet-based businesses, it’s often worth consulting an attorney specializing in eCommerce business law.
You already have a business, so you already have a name—but it’s possible that other businesses might have your same name in other states. If that’s the case, you may need to select a new name (often called a “fictitious” name) to work under in a particular state. Usually, this is just a matter of noting the name you’ll be using on your Certificate of Authority application. Sometimes you’ll need to add a certified resolution adopting the name. In a few states, you’ll have to fill out an extra form and pay an additional fee.
Check your name’s availability in your target state with a free Business Name Search.
Yes, you already have a registered agent in your home state—but you need a registered agent and office in EACH state where you do business. Individual agents are usually required to be residents as well. These are tough requirements to meet when you’re expanding to new states, so many businesses opt for a registered agent service (like ours!) as they grow.
Everything you need to know about Registered Agent Service for your foreign company.
You’ll need to prove to the new state that you’re already an existing business elsewhere. How? With documentation. The most commonly requested document is a recent Certificate of Existence (also known as a Certificate of Good Standing or Certificate of Status). A handful of states require another document: a certified copy of your Articles of Incorporation or Organization (including amendments). For instance, Virginia requires this in addition to a Certificate of Existence.
There are also a few states, like Montana and Colorado, that don’t require any of these docs—they have other verification processes.
So how do you know what you’ll need to file? Check out our charts for Foreign LLC Requirements and Foreign Corporation Requirements. Or, just let us handle it—when you hire us to register your foreign company, we’ll take care of obtaining the required state documents.
Foreign Qualification FAQs
Want to do business in more than one state? You have three options: 1. Form a brand new business in each state. 2. Illegally engage in business (not recommended). 3. Register your foreign business—i.e. foreign qualification.
Now, forming a brand new business in each state is technically possible, but it’s also unwieldy and very expensive. And it’s never a good idea to skirt the law—most states have steep penalties for engaging in business without proper registration. For most businesses, foreign qualification is the best option for operating in multiple states.
Most likely. Professional occupations are typically licensed on the state level, so if you’re a licensed veterinarian or attorney, you’ll typically need licensing for each state you practice in. States, counties, and municipalities may also require general business licenses or licenses for specific activities.
A good place to start checking for licensing requirements is with state departments. Here’s contact information for each state’s Secretary of State office and state licensing agency.
While a few states (like Alabama and Ohio) don’t require foreign LLCs and corporations to file annual or biennial reports, most states do. In some states, these fees are steep. Foreign LLCs pay $500 each year in Massachusetts, for instance.
Note that while fees are often similar for domestic and foreign businesses, there are instances where foreign businesses are charged higher filing fees. For instance, domestic LLCs and corporations in Oregon pay $100 each year while foreign corporations and LLCs pay $275.
Choose your state from the drop-down menus above to learn more about reporting requirements. Or, order business compliance and we’ll file your state report for you.
Nope. When you receive foreign qualification, you’re not creating a new business—you’re just applying for permission to legally operate your existing business in a new area. In the eyes of the IRS, you are still just one business entity.
Basically, the biggest change to taxes after foreign qualification is that you’ll have to pay income taxes on the portion of income your make in each state. Luckily, your home state will usually give you a deduction for the part of the income done in another state and the taxes you paid the other state. There are a few states, however, that do not offer you credit for income or taxes made in another state and tax you on the whole amount.
Need more information? Here’s contact information for your state’s Department of Revenue.
Ready to Register Your Foreign Business?
To learn how to register your foreign LLC or corporation in your state, select your state from the drop-down at the top of this page. Or, to sign up for any of our services, click “Get Started” now!