Five steps for registering your business in a new state
Every corporation, LLC, or LP that wants to expand their business into another state will have to first qualify in that foreign state.
Step 1: Find out if the legal name of the corporation/LLC/LP is available for use in the foreign state
The legal business entity name is the name it was formed under in its domestic state. A name is considered available in the foreign state if there is no other domestic or foreign company on record of the Secretary of State (or equivalent state filing office) with that name. You can find if the name is available by conducting an online search of the filing office’s database or submitting a request to the filing office to determine the availability of a name for you. If the name is available, file an application for name reservation with the Secretary of State.
A name reservation prevents another company from reserving the name until your company has had a chance to file its qualification documents. A name can be reserved for a limited period of time. In many states, the reservation period is 120 days, but it can be shorter or longer depending on the state.
Choosing a fictitious name
If the legal business name is not available, you will need to choose what’s generally called a “fictitious” name. (Some states refer to it as an “alternate” name.) Your company will have to qualify and do business under that fictitious name. A name reservation for that fictitious name should be filed to preserve the rights to it.
This fictitious name should not be confused with a DBA name. A DBA name is one a company voluntarily decides to do business under even if it can use its legal name. A fictitious name is not a voluntary choice. It is required because the legal name cannot be used in a state.
Step 2: Order a Certificate of Good Standing from the domestic state
A Certificate of Good Standing from your formation state is generally required to be submitted to the foreign state along with the qualification application. Also called a “Certificate of Existence” or “Certificate of Status” in some states, this document assures the foreign state that the applicant was validly formed and still existing in its domestic state. (In a few states, a certified copy of the formation document and all amendments thereto have to be submitted instead of, or in addition to, the Certificate of Good Standing.)
The Certificate of Good Standing has to be current. Some states require it to be dated before a certain period of time such as 90 days before filing the qualification application.
If the corporation, LLC, or LP is not in good standing (and consequently cannot get a Certificate of Good Standing), make sure the company is returned to good standing. The most common reason for a company falling out of good standing is that it did not file its annual report with the Secretary of State or pay its franchise taxes. Actions to return it to good standing include filing any due reports, paying any due taxes, and paying any penalties.
3. Decide who will be the corporation/LLC/LP’s registered agent in the state
Qualified corporations, LLCs, and LPs must appoint and continually maintain a registered agent located in the state who can receive service of process and certain other legal documents and official state communications on behalf of the corporation, LLC, or LP.
Choose wisely. Not choosing the right registered agent can lead to default judgments, administrative revocation of the company’s authority to do business, and other consequences that companies want to avoid.
Step 4: Complete the application for a Certificate of Authority
In many cases, the document to be filed in order to foreign qualify is called an application for a Certificate of Authority. But the name of the document can vary depending upon the state and whether the business is a corporation, LLC, or LP.
Complete the application fully and properly because incomplete applications will usually be rejected. Find out what the filing fee is. Make sure the person signing the application is authorized to do so. For example, if the state requires a general partner to sign for an LP, a limited partner should not be the person who signs. Have the registered agent sign a consent to act as registered agent if that is required.
Step 5: Deliver the application for authority, Certificate of Good Standing, and fees to the filing office
Once this process is completed, you will still need to meet the state requirements for your business structure. These may include completing a publication requirement, registering with the Department of Revenue, and obtaining licenses and permits.
Conclusion
Qualifying a corporation, LLC, or LP involves a number of steps including the following:
- Finding out if its name is available and reserving that name, or reserving a fictitious name if the legal name is not available
- Ordering a certificate of good standing (or restoring the company to good standing, if necessary)
- Deciding on the Registered Agent
- Properly completing the application for authority
- Delivering the application, supporting documents, and fees to the filing office
Remember, these are only some actions that are typically required. The state where qualification is sought may have different or additional requirements.
If you need help with checking or reserving a business name, appointing a registered agent, obtaining a certificate of good standing, or filing the qualification documents, contact CT Corporation.
