What is a Foreign Corporation
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In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your Corporation or LLC was formed, you have to register with
the state that is different from your incorporation/LLC state.
For example, if a California Corporation wants to do business in Nevada, then the California Corporation has to register with the state of Nevada.
The state of Nevada considers the California Corporation to be a Foreign Corporation in Nevada.
The use of the term Foreign in this case refers specifically to individual US states.
The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.
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Why would I need to Qualify as a Foreign Corporation
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Each state's specific definition of what constitutes "business" is a little different.
Generally if you enter into repeated and successive business transactions or have a physical presence within a state in which you are not registered as
a Corporation or LLC you will have to qualify as a Foreign Corporation in that state.
Here are some common guidelines:
- If you hire and maintain W2 Employees
- If you have a brick and mortar location within the state
- If you plan to acquire real estate within the state
- If you plan to ship any product from the state
- If you get a busines license within the state
- If open a business bank account within the state
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What happens if I don't Register as a Foreign Corporation
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You've formed your Corporation or LLC to remove business liability from the owners.
If you fail to register as a Foreign Corporation in a state other that the state in which you are registered, and a legal matter arises,
the state in which you are not registered may hold the owners or operators legally responsible.
You lose the liability advantages of a Corporation or LLC when you fail to register as a
Foreign Corporation.
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What is Foreign Qualification |
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Each state has its own laws regarding Foreign Corporations.
Foreign Election is the technical term for the process of registering as a Foreign Corporation in a US state.
The fee for Foreign Election is usually the same as the fee for forming a Domestic Corporation, LLC, or Non-profit in the first place and takes about the same amount of time.
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Tax Considerations for a Foreign Corporation |
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Each Foreign Corporations is responsible for the same state and federal taxes as a
Domestic Corporation in any state.
You must determine which revenue is derived from both the Foreign Corporation and Domestic Corporation and allocate the taxable
income appropriately.
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What do I have to do to register as a Foreign Corporation |
1. Prove that you are registered in another state as a Domestic Corporation
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- PCF can get your Certificate of Existence as quickly as possible from any state.
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In order to register as a Foreign Corporation, you must first prove that you are registered in another state as a Domestic Corporation,
and you usually have to prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence.
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2. Registered an address within the state in which you want to do business
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- PCF can act as the official Registered Agent for your Corporation or LLC in any state
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Most states require a Foreign Corporation or LLC to have an address that is physically located in the state in which it wants to do business.
This address is "registered" with a state agency - usually the Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state to receive all correspondence on behalf of the
Foreign Corporation is called a "Registered Agent".
You may act as your own Registered Agent if you have a physical address within the state in which you want to business.
However, if you don't have a physical address in the state, or if you just want to maintain a level of privacy, you can hire Registered Agent with an address in the state in
which you want to do business.
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3. File the appropriate forms in the state in which you want to do business
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- PCF can fill out all forms for you and file them with the appropriate state agency
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In order to register as a Foreign Corporation, you must file certain specific forms with a
state agency - usually the Secretary of State.
If you don't fill the forms out exactly as required by the state they will be rejected.
PCF knows exactly which forms are required and which specific information must be included on each form.
We have helped thousands of Corporations through the Foreign Election process in all states.
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What do I have to do after I form a Foreign Corporation |
- PCF can track when your reports are due and file them by the due date
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Some states require you to renew your Foreign Qualification each year.
All states require you to file some kind of report, and pay a fee, either annually or biennially.
The report includes basic information on your Foreign Corporation and must be
filed by a specific date which varies from state to state.
Failure to file the report, and pay the fee, on time can lead to the disqualification of your
Foreign Corporation.
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What are the costs to register as a Foreign Corporation
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Total cost to register as a Foreign Corporation includes the price of a Good Standing
Certificate (Certificate of Existence) from the state in which you are registered as a Domestic Corporation or LLC,
as well as the incorporation fees from the state in which you want to do business as a
Foreign Corporation.
Processing times and fees vary from state to state.
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Choose States and Business Type
Cost will be calculated automatically
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If you are looking for a Good Standing Certificate
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- In most states we can email you a copy of your Good Standing Certificate within 2-3 hours
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Foreign Qualification in any state requires that you furnish proof that your business is registered in another state and is in Good Standing
in that state.
A Good Standing Certificate is an official document from a state agency - usually the Secretary of State, stating that your organization is in "Good Standing" with that state.
This means that your business is registered with the state; you are fully compliant with all state laws; and you don't have any outstanding state debt or taxes.
A Certificate of Good Standing is sometimes called a "Certificate of Existence", "Certificate of Qualification" or "Certificate of Status".
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Click on any state in the list below to order a Good Standing Certificate for that state.
If you have any questions call us toll free at 1-877-438-4626 |
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