Register a Business in a New State

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.

Looking to MOVE your whole business to another state, not just operate? That process is called domestication. Learn all about domestication on our How to Move Your Business to Another State page.

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.

Got an available name, registered agent and appropriate evidence that you really and truly exist? Time to file the foreign qualification form. In most states, this form is called either an Application for Certificate of Authority or a Foreign Registration Statement. You’ll need general business information (addresses, owners, shares, etc.) and the signature of an authorized person. Filing fees vary from as little as $50 in Hawaii to over $700 in states like South Dakota and Texas.

Want to compare forms and fees in different states? Here are lists of Foreign LLC Requirements and Foreign Corporation Requirements for each state.

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!