BizFilings' Foreign Qualification Service includes:
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Preliminary state name check
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Prep & filing of the qualification documents
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Obtainment of a home state Certified Copy or Good Standing, if required, is included
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Free Registered Agent Service for 6 months (optional)
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Shipping the completed documents to you
  • Overview
  • FAQs

Doing business in multiple states with foreign qualifications

If your company plans to transact business in a state or states other than your state of incorporation, you may need to register your business in those states as a foreign LLC or corporation. This process is called foreign qualification.

There are many factors used to determine whether a company is transacting business in a state, and the criteria differ by state. Some criteria evaluated for foreign qualifications include:

  • Whether the company has a physical presence in the state
  • Whether the company has employees in the state
  • Whether the company accepts orders in the state
  • Whether the company has a bank account in the state

If you are uncertain whether your particular business needs foreign qualification, or needs to register to transact business in another state, it’s best to seek the advice of an attorney or accountant.

Why foreign qualification is important

Foreign qualifying your company in states where you transact business is not optional. It is a legal requirement. Failure to qualify a foreign LLC or corporation when you’ve been transacting business could result in:

  • Fines and penalties for the time you were transacting business but were not qualified.
  • Liability for back taxes for the time you were transacting business but were not qualified.
  • Loss of access to that state’s court system, meaning that if you were sued in that state, you would not be able to defend the suit.

How do you foreign qualify?

Companies are considered “domestic” only in their state of incorporation; elsewhere they are a “foreign” entity. Foreign qualification is the process of filing the appropriate paperwork to register a foreign LLC or corporation to conduct business in another state. To foreign qualify your business, you may need to:

  • Register for a Certificate of Authority in the state(s) where you want to do business.
  • Apply for a Certificate of Good Standing from your state of incorporation, showing that your company is in existence and has met all state requirements.
  • Pay applicable state filing fees when you submit the Certificate of Authority filing.
  • File franchise tax or annual reports, and pay the associated fees in the state(s) where your company has undergone foreign qualification.

BizFilings' Foreign Qualification Service does it all for you

Our foreign qualification service includes access to business monitoring to help you stay on top of important future state filings. Unlike other providers of foreign qualification services, BizFilings provides you with alerts at no cost so you stay informed and compliant with any future state filings. We offer:

  • Franchise Tax & Annual Report filing alerts. Registered agent customers receive ongoing alerts for any state franchise tax or annual report filings that are due after you incorporate. We make it easy with a few clicks for you to file and keep your business in good standing with the state.
  • Managed annual report filing services. Registered agent customers can enroll in automatic filing of franchise tax and annual reports. A dedicated team monitors, updates your state reporting requirements and files on your behalf. 
  • BizComply management tool. Our exclusive, account management tool lets you schedule and track all your company and compliance events, as well as email you reminders of upcoming state obligations, invoices and more.
  • Prompt handling of official documents. We provide prompt and efficient handling of important state, tax and legal documents received on behalf of your company.
  • Professional and discreet Service of Process delivery. We’ll email and digitally scan Service of Process documents to you for instant, viewing.
  • Exceptional, friendly customer service. Available by phone, email or chat, our knowledgeable representatives are happy to answer questions you have about compliance, your account or placing an order with us.
  • What is a foreign qualification?

    C corporations, S corporations and limited liability companies (LLCs) transacting business in a state or states outside of their state of incorporation are often required to foreign qualify in those states. A corporation or LLC is considered to be domestic only in the state where it is incorporated. In all other states, your company is regarded as a "foreign" business entity. The process of foreign qualification notifies the other state(s) that a foreign corporation or LLC is transacting business there. The same is true for limited liability partnerships (LLPs), limited partnerships (LPs) and nonprofit corporations. They are considered foreign LPs, LLPs or nonprofits in all states other than the state of incorporation.

  • What constitutes transacting business in additional states?

    There are many factors used to determine whether a company is transacting business in a state, such as:

    • Whether the company has a physical presence/address in the state
    • Whether the company has employees in the state
    • Whether the company accepts orders in the state
    • Whether the company has a bank account in the state

    This is not a complete list and different states may have different criteria. For questions regarding whether your particular company needs to foreign qualify, talk with an attorney.

  • What paperwork is required to foreign qualify?

    To foreign qualify you must file a Certificate of Authority, which is a document that grants a foreign corporation or limited liability company (LLC) permission to transact business in that state. Many states require a Certificate of Good Standing from your state of incorporation before granting a Certificate of Authority. The Certificate of Good Standing states your company has met all the necessary requirements for corporations or LLCs imposed by your state of incorporation. Obtainment of a Certificate of Good Standing, if required by your state of qualification, is included in BizFilings' Foreign Qualification Service.

  • What fees are required to foreign qualify?

    Each state imposes a filing fee that must be paid when the Certificate of Authority is filed. These fees vary by state and entity type. Additionally, foreign corporations and limited liability companies (LLCs), limited partnerships (LPs) and limited liability partnerships (LLPs) must pay taxes and annual report fees both in the state of incorporation and also in the state(s) of qualification on an ongoing basis.

  • Who can file a foreign qualification?

    There are no restrictions as to who can submit a foreign qualification filing. Anyone who prepares and files the Certificate of Authority and completes additional requirements (i.e. providing the Certificate of Good Standing) with the appropriate state agency is eligible to foreign qualify a business in that state.

  • Do I need an attorney to foreign qualify?

    No, an attorney is not a legal requirement to foreign qualify a business. You can prepare and file the Certificate of Authority yourself, but it’s good to understand the requirements of your intended state of qualification. You can use BizFilings to foreign qualify and save money on attorney fees. If you are unsure if a foreign qualification is required for your business, consult an attorney.

  • What information is required on the Certificate of Authority
    As with the incorporation documents, the type and amount of information each state requires differs. Commonly required information includes:

     

    • Company name
    • Date and state of incorporation
    • Name and address of a registered agent in the state of qualification
    • Name and addresses of officers (for corporations)
    • Number of authorized shares and a listing of the different classifications of stock (for corporations)
    • Signature of a corporate officer (often the president) or member/manager information (for LLCs)

    The following additional information is also requested by some states:

    • Name and address of directors (for corporations) or members/managers (for LLCs)
    • Duration of the corporation or LLC (which is often perpetual)
    • Number of issued shares of stock (for corporations)
    • Financial information, including information on assets
    • Specific business purpose clause outlining the type(s) of business the company will undertake
  • What happens if my company name is not available in the state where I'd like to foreign qualify?

    If your name is not available in the state of qualification, BizFilings will notify you and ask for a second name choice. You may also file for a doing business as (DBA) name for your company in the state of qualification to do business using a name other than the name on your Certificate of Authority.

  • What is an example of a company that should foreign qualify?

    Greenbush Telecom Inc. is a telecommunications company providing services in four other states. Greenbush is incorporated and maintains its headquarters in Georgia. It also offers its services in Florida, Alabama and Tennessee by employing contractors in these states. The company has offices and employees in these other states, and it offers services and accepts orders from residents of these states. Most likely, Greenbush Telecom would be required to foreign qualify in Florida, Alabama and Tennessee.

  • What are the consequences of not foreign qualifying?

    If this is later discovered that your company has been transacting business in a state and should have foreign qualified, your company will typically be subject to fines and penalties. It will also be liable for the back taxes for the period in which it transacted business in the state without being foreign qualified.

    The second consequence of not foreign qualifying your business is that you could lose access to that state's court system until you file a foreign qualification. This means if an employee or customer within a state in which you are transacting business were to sue your company, you would not be able to defend the lawsuit in that state's courts because your company is not recognized as a business there. If this happened, your company typically would be given time to undertake the qualification process in order to allow you to defend such a lawsuit.

    Because what is considered transacting business can be a gray area, talk with an attorney or accountant if you have questions as to whether your company is or will be considered to be doing business in a particular state.

  • Can BizFilings fulfill the registered agent requirement?

    Yes, BizFilings provides Registered Agent Service in all states. This allows you to have only one registered agent across all the states in which you foreign qualify your company. With BizFilings as your registered agent, we not only satisfy the state's legal requirement but also provide a number of benefits at no additional charge to you, such as: our monthly Registered Agent Watch email, access to BizComply - our online compliance management tool, electronic Service of Process delivery, 24/7 online access to your account and more.

    BizFilings includes 6 months of our Registered Agent Service for free with our Foreign Qualification Service. You can also avoid interruption of this valuable service with our convenient auto-renewal program. For $174 per year, your Registered Agent Service will automatically be renewed to help ensure you remain in good standing with your state(s) of qualification.You also have the option to select one of our multi-year renewal options. You can choose to renew for two years for $288 (save $60) or renew for three years for $399 (save $123).

Foreign Qualify

$219 + state fees


Need to qualify in multiple states? Volume discounts may apply.

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