Register an Arkansas Foreign LLC
An Arkansas Foreign LLC is an LLC that does business in Arkansas but was formed in another state or jurisdiction. To do business in Arkansas, a foreign LLC must register with the Arkansas Secretary of State and pay the $300 filing fee ($270 online). You will need to register your business as a foreign LLC if you want to do the following in the state of Arkansas: lease property, open a storefront, business office, or warehouse, render professional services, or sell goods (unless it is only a single transaction).
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How To Register a Foreign LLC in Arkansas
To register a foreign LLC in Arkansas, you must submit an Application for Certificate of Registration of Foreign Limited Liability Company with the Arkansas Secretary of State. We’ll walk you through the process of registering your foreign LLC.
1. Appoint an Arkansas registered agent
Your LLC may be foreign to Arkansas, but your registered agent needs to be local. According to AR Code § 4-38-115, every foreign LLC “shall designate and maintain a registered agent in this state.” This means that your registered agent needs to have a physical street address in the state of Arkansas and be able to accept service of process at this address.
Can I be the registered agent for my Arkansas foreign LLC?
That depends. If you physically reside in Arkansas year-round, you can be your own registered agent there. But if you’re registering a foreign LLC, you probably don’t. While you could appoint someone you know for this role (as long as they live in Arkansas), most business owners hire a registered agent service when conducting business outside their home state.
Why hire an Arkansas registered agent?
Hiring a registered agent gives you peace of mind that you won’t miss an important legal notice when you go on vacation. Also, a registered agent that will put their business address on public forms instead of yours can help you protect your privacy.
2. Obtain a Certificate of Existence
Next, you’ll need to obtain a Certificate of Existence (sometimes called Certificate of Good Standing) from your home state. This is a document issued by the state that certifies that a business is legally compliant and in good standing. Your Certificate of Existence must be dated no more than 30 days before the date you file as a foreign LLC. Arkansas will also accept a certified copy of your amendments (dated no more than 60 days before filing with Arkansas) as proof that your business is in good standing.
How do I get a Certificate of Existence?
You can request a Certificate of Existence/Good Standing from the secretary of state (or equivalent agency) in your state of formation. Each state has a slightly different process for issuing certificates of existence.
Learn more about how to get a Certificate of Good Standing.
3. Submit the Arkansas Application for Certificate of Registration
Before your foreign LLC can legally conduct business in Arkansas, you must submit an Application for Certificate of Registration to the Secretary of State’s office and have it approved.
Here is the information you will need to include on the application:
- The legal name of your LLC.
- The fictitious name your LLC will use in Arkansas if your legal name is not available.
- The state, territory, or foreign country where your LLC was formed.
- The date when your LLC was organized.
- Your LLC’s planned dissolution date, if you have one. If not, leave blank.
- The name and address of your registered agent.
- Your LLC’s principal office in the state where it was formed.
- Your LLC’s principal office in Arkansas.
- The name and title of at least one member or manager of your LLC.
- The name, address, and signature of the incorporator/organizer. (The person who completes your application. This does not have to be someone in your LLC.)
Note: All of the addresses required on this form must be physical street addresses, not a P.O. box or virtual office address. If you hire a registered agent service, ask if you can use their business address on this form instead of yours to protect your privacy.
The application also includes a Franchise Tax form, which asks for:
- Your company name
- Contact address
- Phone number
- Email address
- Federal tax ID number (also called an EIN).
You will need to attach your Certificate of Existence or Certified Copy of Amendments. If you apply online, you will be able to upload this document at the end of your submission process. If you apply by mail or in person, you should include this document with your application.
Ready to start doing business in Arkansas? Register your foreign LLC in Arkansas with Northwest.
How much does it cost to file the Arkansas Application for Certificate of Registration?
The filing fee for the Application for Certificate of Registration is $300 by mail or in person or $270 online.
How do I file my Application for Certificate of Registration in Arkansas?
You can file your Application for Certificate of Registration online, by mail, or in person.
By mail or in person:
Arkansas Secretary of State
Business & Commercial Services
1401 W. Capitol
Little Rock, AR 72201
Do I need to file formation documents for my Arkansas foreign LLC?
No. You do not need to file formation documents (commonly called Articles of Organization) to do business in as a foreign LLC in Arkansas. You only need to register as a foreign LLC, which is called foreign qualification.
Doing business as a foreign LLC is different from business domestication, a process in which a business permanently relocates to another state and becomes a domestic entity within that state.
4. Get Your Arkansas Certificate of Registration
Once your application has been approved, the Arkansas Secretary of State’s office will mail you your Certificate of Registration. If you file online, you will receive a confirmation number after submitting your application.
How long will it take for Arkansas to process my Certificate of Registration?
Online filings are typically processed within 24 hours, whereas paper filings take around 48 hours to be processed, plus additional time for mailing.
Arkansas Foreign LLC Registration FAQ
Do I have to file an Arkansas Franchise Tax Report for my foreign LLC?
Yes. Foreign Arkansas LLCs are required to file an Arkansas Franchise Tax Report every year following the year of their registration in Arkansas. The filing fee is $150, and the deadline is May 1st.
What does it mean to do business in Arkansas?
Arkansas law doesn’t clearly state all the activities that count as doing business in Arkansas. However, if you sell goods, render services, own property, or have employees in Arkansas, you would most likely be considered to be doing business in Arkansas. If you’re not sure whether your business counts, consult a lawyer to make sure you’re legally compliant. Activities that are NOT legally considered doing business in Arkansas are listed in AR Code § 4-38-905.
Learn more about What It Means to Do Business in Another State.
What happens if I don’t register my foreign LLC in Arkansas?
Arkansas has harsh penalties for foreign LLCs that do business in the state without registering. According to AR Code § 4-38-913, foreign LLCs without registration can be fined up to $5,000 for every year that they do business without registering, in addition to the state fees and franchise taxes they must retroactively pay for the time they did business. Not only that, but foreign LLCs that fail to register in Arkansas are not allowed to maintain any legal action in the state. And the Arkansas Attorney General has the power to stop you from doing business in Arkansas all together until all fees have been paid. Better to just register in the first place and save yourself future headaches.
How do I amend a foreign LLC in Arkansas?
To amend your foreign Arkansas LLC, you’ll need to file an Application for Amended Certificate of Authority with the Secretary of State. The filing fee is $22.50 online and $25 by mail or in person. Reasons you might need to amend your foreign LLC include changing your business name, business purpose, principal address, or member/manager information.
How can I withdraw my Arkansas foreign LLC?
If you want to withdraw your foreign LLC from Arkansas, you’ll need to submit an Application for Cancellation by Foreign LLC to the Secretary of State and pay the $50 fee ($45 online).