3 min read
Chris Daming, J.D., LL.M.
:
So you've already created an LLC, are killing it in your home state, and now you're ready to expand your business to other parts of the country. But wait -- before you start selling your goods or services in another state, you might need to register your business there first. If you're unsure whether to register or not, find out what a foreign LLC is first.
In this guide, we assume you know you need to register, and we go over how to do it. Let's get started!
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Start by finding out if your company name is available in that state. Sometimes, your name might be available in your organizing state, so you choose that name. But when you file in another state, it’s already taken.
To find out if the name is taken, go to the state’s secretary of state website and conduct an “entity search.” You must understand how to file a DBA for LLCs if your preferred name is already taken. This means that all transactions (paying taxes, official mailings, etc.) will be conducted under the assumed name in the foreign state.
Let’s say you run a landscaping business that does lawn mowing and gardening design and builds decks. You probably don’t want to create three separate legal entities because it would be costly, time-consuming, and paperwork heavy. You might still want to be able to advertise and promote your different services to different clients.
You could register your company as “Outdoors Unlimited, Inc.” and file d/b/a’s or “assumed names” for all three of your respective services. This would allow you to advertise and promote separate aspects of your business under the same legal entity. And, for purposes of this Task, it will enable you to register your business in other states.
Next, you’ll need to focus on choosing a registered agent for your LLC in the foreign state. The registered agent information will be included in your application. If you have a physical address and a trusted individual in the foreign state, that individual can be appointed as your registered agent. But you don’t need to own any real estate to be the registered agent.
However, third-party companies specialize in providing registered agent services in all 50 states. There is a small annual fee, and the services are usually trusted and reliable. For more information or to seek a registered agent service, conduct an online search for “[Name of State] registered agent service.” Hiring a third-party company as a registered agent is what most businesses do when filing for foreign registration.
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Now you are ready to apply for a “Certificate of Authority” (names vary from state to state) for the state. For context, here’s an example of one state’s instructions (Missouri) for filing this. The certificate of authority is your foreign registration for the state.
To begin, go to the foreign state’s secretary of state (or applicable agency) website and follow the links for foreign registration/certificate of authority. State requirements vary, so be sure to check the requirements when filing. The information needed is very similar to the information you provided when filing your initial corporate registration documents with your home state and will include:
With this information, you will be required to obtain a certificate of good standing (sometimes called a certificate of existence) from the state where you organized. This will show the foreign state that you are current on all annual fees and filings. You can obtain your certificate of good standing on the secretary of state website where you filed your articles of incorporation (if a corporation or nonprofit) or articles of organization (if LLC).
Now you’re ready to submit your application and the fees required for filing. After the secretary of state has reviewed your information, you will receive your certificate of authority from the state and be officially registered in the foreign state. Congratulations!
Related: Creating an LLC: A Step-by-Step Guide
The biggest question now is, "Do you need a lawyer to start an LLC?” For most businesses and in most cases, you don't need a lawyer to start your business. Instead, many business owners rely on Legal GPS Pro to help with legal issues.
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Chris Daming, J.D., LL.M. : Sep. 26, 2024
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