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ComplianceSeptember 16, 2022

LLC compliance smart chart: Activities by foreign LLCs that do not constitute doing business under state LLC laws

A limited liability company often conducts business activities in states other than its state of formation. If those activities constitute “doing” or “transacting” business in those “foreign” states, the LLC must qualify to do business there.

Foreign qualification generally requires filing an application for authority with the state’s business entity filing office. The LLC also must appoint and continually maintain a registered agent in the foreign state.

The state LLC statutes generally do not list activities that constitute doing business such that an LLC must qualify.  Instead, they list activities that do not constitute doing business. 

The attached chart lists activities that are commonly included in those statutory lists of activities that do not constitute doing business.  

Image of the LLC Compliance Smart Chart
LLC Compliance Smart Chart
Activities by Foreign LLCs that Do Not Constitute Doing Business Under State LLC Laws.

Activities that do not constitute doing business

The chart covers activities such as

  • Maintaining, defending, or settling any proceeding
  • Maintaining bank accounts
  • Sales made through independent contractors
  • Conducting business in interstate commerce

LLC and other business resources

Also refer to our Corporation Compliance Smart Chart - Activities By Foreign Corporations That Do Not Constitute Doing Business.

For small businesses, in-house counsel and lawyers alike, our LLC handbook provides an introductory overview. It describes the characteristics of LLCs and their structure, as well as a glossary of LLC-related terminology for quick reference. Having read this information, you will be better able to establish management controls and other features for your LLC.

Every corporation, LLC, or LP that wants to establish a presence in a different state than the one in which it was formed must first obtain approval to do business there. 'Foreign' refers to any location other than where the company was established. For more information, please see Five steps when doing business in a new state (foreign qualification).

Our guide, What Constitutes Doing Business, defines the activities that count as operating a corporation in a foreign state. It includes the articles, statutory requirements, and cases addressing whether corporations should be qualified when operating in foreign states. It also provides information on doing business in Canada, Guam, Puerto Rico, and the Virgin Islands.

The CT Corporation staff is comprised of experts, offering global, regional, and local expertise on registered agent, incorporation, and legal entity compliance.

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