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From the telegraph to the telephone, to the internet, to remote employment and beyond, developing technology allows businesses to expand their operations into almost any state or territory.
This growth can be exciting and profitable. But it also may subject companies to new laws, regulations, and obligations – including a requirement to register as a foreign entity conducting business within the new state or territory.
Because each state has its own statutory requirements, deadlines, and procedures for foreign business registrations, researching the process before starting the registration can save time, money, and lots of frustration. Our attorneys at Sutter are here to support you.
A quick review of the registration application form(s) can reveal specific and uncommon information a state may require for the registration process.
For example, Louisiana requires a notarized signature for both the Registered Agent and the Company Officer who is filing the application.
Wisconsin requires a comprehensive calculation of the company’s total and local revenue earnings and capital proportions. New York requires consent from the state’s Tax Commission, and Rhode Island requires a complete itemization of all authorized company stock.
These are just a few examples of atypical filing requirements.
However, while registration processes vary significantly from state to state, there are some fundamental items a company will need to file as a foreign entity in almost any state.
- Business Name
- Local Registered Agent
- Certificate of Good Standing/Certificate of Existence
- Domestic Registration Details (ID number, incorporation date, EIN)
- Governance Information
- Miscellaneous Information
Business Name
First, the company should make sure its name is available for the foreign business registration. In most cases, the Secretary of State’s Office governs foreign registrations and the business name availability.
If another entity is actively registered with the foreign company’s name, the foreign company will have to select a fictitious business name for its registration.
Checking the name availability before starting the registration process allows a company to identify if it will need to include a fictitious business name DBA (Doing Business As), or assumed name, depending on the state’s laws.
Checking name availability before starting the foreign qualification process helps avoid delays and ensures the registration application is complete.
Local Registered Agent
Every state requires a foreign company to have a registered agent who is physically located within the state.
If a company does not have an individual physically located in the state who is authorized to serve as the registered agent, the company will have to hire a professional registered agent service provider.
The company will need the registered agent’s name (business name), physical address (not a PO Box), and a notice provided by the agent confirming it has agreed to serve as the company’s registered agent.
Certificate of Good Standing/Certificate of Existence
Almost every state requires a Certificate of Good Standing or a Certificate of Existence issued by the company’s domestic (home) Secretary of State.
The company will have to order the certificate from its domestic Secretary of State before processing its foreign qualification application. Some states, such as Washington, issue the certificate electronically and it is available immediately.
Other states, such as Delaware, deliver hardcopy certificates and can take several weeks to acquire without paying substantial expedition costs.
Additionally, the certificate must be submitted to the foreign state within a restricted period of time from when the certificate was issued. The time frame varies by state, ranging from 30 to 180 days.
Domestic Registration Details
When completing a foreign entity registration, companies are generally required to provide information from their home-state registration, including:
- The company’s registration number (such as a UBI, file number, or state ID number)
- The company’s physical business address
- The company’s mailing address if different
- The date the company was incorporated in its home state
- The company’s Employer Identification Number (EIN)
Governance Information
States often require the following governance information for foreign qualification application, including::
- Complete names and addresses for each Director or Manager
- Complete names and addresses for each Officer, specifically CEO, President, Treasurer, and Secretary
Miscellaneous Information
States often require the following miscellaneous information for foreign business registration process, including::
- The first date the company started conducting business in the foreign state
- An email address for the company
- A telephone number for the company
Don’t find yourself lost in the confusion of registering your business Our team of experienced attorneys are here to support you. Let Sutter Law take care of the details so you can focus on what you do best: building your company!
