What is a foreign LLC?
A foreign LLC is an LLC registered in a state where business is done, but it is not the first or first state in which the LLC is registered. For example, if you start your business in Ohio first, then add a Pennsylvania office, your LLC is a foreign LLC in Pennsylvania and you must register as such in that state.
How to register a foreign company
If your company is organized as a limited liability company (LLC) and is doing business in more than one state, you must register your LLC in all the states in which you work.
Here are the steps to register your LLC in another state or state.
TIP: The process of registering a foreign LLC is different for each state. This article describes the process in general, including all necessary documents.
First, register your LLC (limited liability Company) in the primary state in which you work. If you already have an LLC, you are set up for that state. You will need information from the Statute and you will need a copy of the state’s official LLC document.
Next, determine if you are “doing business” in another state and then you need to register as a foreign LLC in that state. The term “doing business” may vary by state, but usually includes these activities:
- Have a bank account in the state
- Sale in the state through a distributor, agent or manufacturer representative
- Maintaining an office, manufacturing or distribution facility or retail store in the state [/ br]
- Own real estate or personal property in the state
- Doing business or holding meetings in the state.
Go to the Secretary of State website for that state and search for information on the requirements of that state for the information that must be included in the registration document. (It could be called “Certificate of Authority” or “Application for Authorization”.)
From the Secretary of State website, you will also need the following:
- The registration fee for registering foreign LLCs in that state
- The address for submitting the registration.
Fill in the certificate of authority or application for authorization, or whatever the name of the document is in this state. Depending on the state, you need to include:
- The name of the LLC and the name that is doing business as in that state, if they are different.
- The state in which the LLC was registered, the date of incorporation and the duration (perpetual or for a defined period of time).
- The address of the original LLC
- The street address (not a post office box) of the LLC in the state in which the foreign LLC is being registered.
You may also need to comply with that state’s requirements to name your LLC, including the words “LLC” or “limited liability Company” in the name, if you have not already done so.
Some states require including a copy of the original documents showing that the LLC has been registered in its “home” status and / or a copy of the official document that records the LLC.
After checking the accuracy of the application, send it to the Secretary of State along with a check (from your business account) for the registration fee.
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TIPS for registering a foreign company
- As far as I know, selling online to people in one state does not require that you have a foreign LLC in that state. I’m still testing this, so don’t rely on this information.
- If you have not yet named your LLC, include the name “LLC” or “Limited Liability Company” in the name, even if your state does not require it. In this way, you are all set up if you need to register as a foreign LLC in a state that requires the use of the designation “llc”.
- Many states require an annual or biennial LLC registration report in that state. Get ready to provide a report from your LLC in every state you are registered in, every two years; most states allow you to file online. Failure to archive this report may result in the state declaring your LLC “out of market” in that state.
Documents that may need to register a foreign company
- A copy of the organization articles from the original LLC registration
- A copy of the LLC registration document from your original state
- A copy of the official document that recognizes your LLC in your original state.
A disclaimer: the purpose of this article and all the articles on this site is to provide general information. This author does not provide tax or legal advice. Every state is different, laws are constantly changing and every business situation is unique. Never undertake legal or tax matters without the advice and advice of your tax and legal advisors.