What is Foreign Qualification? |
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Each state has its own laws regarding Foreign Corporation or LLC registration.
"Foreign Election" is the technical term for the process of registering - or "Qualifying" - as a Foreign Corporation or LLC
in a US state.
The fee for Foreign Election is usually around the same as the fee for forming a Domestic Corporation or LLC in the state and usually takes about the same amount
of processing time.
Fees, times and requirements for Foreign Qualification vary from state to state and depend on whether you want to form a Foreign Corporation
or Foreign LLC and how fast you want to do it.
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What is a Foreign Corporation or Foreign LLC? |
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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 is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
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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 is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
For example, a Corporation or LLC that is registered in California wants to do business in Nevada.
The California Corporation or LLC is a "Domestic" Corporation or LLC in California and will be a "Foreign" Corporation or LLC in
Nevada.
The California Corporation or LLC needs to register with the Nevada Secretary of State as a Nevada Foreign Corporation or LLC.
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 or LLC?
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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 or LLC in that state.
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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 or LLC 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 do not Register as a Foreign Corporation or LLC?
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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 or LLC 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 or LLC.
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Tax Considerations for a Foreign Corporation |
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Each Foreign Corporation or LLC is responsible for the same state and federal taxes as a Domestic Corporation or LLC in any state.
You must determine which revenue is derived from both the Foreign Corporation or LLC and the Domestic Corporation or LLC and allocate the taxable
income appropriately between the two separate business entities.
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Each Foreign Corporation or LLC is responsible for the same state and federal taxes as a Domestic Corporation or LLC in any state.
You must determine which revenue is derived from both the Foreign Corporation or LLC and the Domestic Corporation or LLC and allocate the taxable
income appropriately between the two separate business entities.
Foreign Corporations and Foreign LLCs may choose to be taxed as a C Corporation or S Corporation.
C Corporations pay corporate taxes to the state.
S Corporations don't pay corporate taxes to the state and all profits and losses "pass through to the owners tax obligations.
S Corporations have limitations on ownership.
Our Corporation information page contains a little more information about C Corporations and S Corporations.
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Are there alternatives to Foreign Incorporation? |
Instead of forming a Foreign Corporation or LLC, you could form your company separately in each state where you want to do business.
Your company would be a Domestic Corporation or LLC - a separate business entity - in each state where you form your business.
If you do not need to operate your Domestic Corporation or LLC you have two options:
- Dissolve your Domestic Corporation or LLC in your current home state and create a new Domestic Corporation or LLC in your new state
- Create a new Corporation or LLC in your new state then merge your Domestic Corporation into it
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Instead of forming a Foreign Corporation or LLC, you could form your company separately in each state where you want to do business.
Your company would be a Domestic Corporation or LLC - a separate business entity - in each state where you form your business.
If you do not need to operate your Domestic Corporation or LLC you have two options:
- Dissolve your Domestic Corporation or LLC in your current home state and create a new Domestic Corporation or LLC in your new state
- Create a new Corporation or LLC in your new state then merge your Domestic Corporation into it
When you Incorporate or form an LLC in separate states you will be running separate companies.
You will have to maintain separate bylaws and hold individual shareholders and board meetings as well as keep separate records of stock and certain
other business transactions.
If you Qualify as a Foreign Corporation or LLC in separate states you will be running one company.
The Foreign Corporation or LLC needs to maintain only one set of bylaws, stock records, list of shareholders, board members, and officers.
If you form separate business entities in separate states, liability from any business entity is separate from all the other entities.
In the case of a Foreign Corporation or LLC, there is no separation of liabilities from the Domestic Corporation or LLC.
Both dissolving and merging Corporations or LLCs have administrative costs and tax implications.
You should know exactly why you want to dissolve or merge BEFORE you start the process.
We can help with both business dissolution and mergers after you've made your decision.
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What do I have to do to register as a Foreign Corporation or LLC? |
3 things you have to do in order to qualify as a Foreign Corporation or LLC.
1. Prove that you are a Domestic Corporation or LLC in another state
2. Register an address within the state in which you want to do business
3. File the appropriate forms in the state in which you want to do business
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1. Prove that you are a Domestic Corporation or LLC in another state
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Some states just require a statement that the Domestic Corporation or LLC exists and is up to date with the Domestic state's business requirements.
Some states require a certified copy of your Domestic Corporation or LLC formation documents and all amendments to them.
Most states require a certified document from the Secretary of State (or another state agency which handles Corporations or LLCs) which states that
the Domestic Corporation or LLC exists and is up to date with all state business requirements.
This document is usually referred to as a "Good Standing Certificate".
In some states it is named a Certificate of Existence or Status Certificate.
Whatever it is called, a good standing certificate is proof that a Corporation or LLC exists and complies with certain state laws and regulations.
If you already have a Good Standing Certificate please note that many state Incorporation agencies require a Good Standing Certificate
with a date no older than 30 days from the date of application for Foreign Qualification.
If the date on your Good Standing Certificate is older than 30 days then you may need to get an updated certificate.
We can get your
Good Standing Certificate quickly and easily from any state, most of the time within
one business day.
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2. Register an address within the state in which you want to do business
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All 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 or Foreign LLC is called a "Registered Agent" or "Agent for Service of Process".
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 a Registered Agent with
an address in the state in which you want to do business.
We can provide Registered Agent services for your Domestic or Foreign Corporation or Foreign LLC in any state.
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3. File the appropriate forms in the state in which you want to do business
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In order to register as a Foreign Corporation or LLC, you must file certain specific forms with the state agency that regulates Corporations and LLCs.
This is usually the Secretary of State but may be some other state agency.
If you don't fill the forms out exactly as required by the state they will be rejected.
We know exactly which forms are required and which specific information must be included on each form.
We have helped thousands of Corporations and LLCs through the Foreign Qualification
process in all states. We know what to do and how to do it.
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What do I have to do after I form a Foreign Corporation? |
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All states require you to file some kind of report, and pay a fee, either annually or biennially for the right do do business in their state.
The report includes basic information on your Foreign Corporation or LLC 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 and loss of Liability protection of your Foreign Corporation or Foreign LLC.
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How much does it cost to Register as a Foreign Corporation or LLC? |
The cost of Foreign Qualification varies from state to state.
Foreign Qualification costs also depend on whether you want to form a Foreign Corporation or Foreign LLC.
If the state in which you want to do business also requires a good standing certificate then you have to factor in that cost also.
Our Foreign Qualification Cost Calculator in the upper right hand corner of this screen
will give you an idea of the cost for your particular situation.
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How can I get a Good Standing Certificate for Foreign Qualification? |
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In some states you need a Good Standing Certificate to prove the existence of your Domestic Corporation or LLC with a Good Standing Certificate.
If you choose us to help you Qualify as a Foreign Corporation or LLC, we will get an up to date Good Standing Certificate for you.
If you need a Good Standing Certificate right now, just click on one of the states in the menu on the right side of this page.
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