When you operate your business as an LLC and do business across state lines, you may need to qualify your LLC to conduct business outside the state in which it was formed. State laws will vary on the factors requiring an LLC to qualify. However, in all situations where you form your LLC in a state with advantageous LLC laws -- such as Nevada -- with the intention of primarily conducting your business within another state, you will have to qualify your LLC where you do business.
Contact the Secretary of State's office in the state where you need to qualify your LLC to do business to determine the state's requirements for qualification. This information is usually located on the website for the Secretary of State. In general, the state will have a form for your use, a list of other documents that must accompany the form an
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Gather all documents needed to qualify your LLC. Some states have relatively simple requirements, such as Alabama, and only require filing the state’s application form for qualifying an out-of-state LLC. Other states require documentation in addition to the application form. For example, in California, you must also submit a certificate of good standing issued by the state agency where your LLC was formed.
Complete the appropriate state application to qualify your LLC to do business, which typically requires the same information you provided when your LLC was originally formed; however, the registered agent for service must be located within the state where you are qualifying and cannot be the same agent in the state where your LLC was formed.
Submit the completed application and supporting documents, as necessary, according to the instructions provided by the Secretary of State, along with the required filing fee. The application fees vary significantly, from $75 in Alabama to $500 in Massachusetts. Other states may require additional fees be paid to other state agencies, such as California's requirement of an $800 yearly tax payment to the Franchise Tax Board.
Do not form your LLC in a state with seemingly advantageous formation requirements, such as low filing fees and little to no taxes, if you intend to primarily conduct business in another state without first obtaining legal advice. Qualifying your LLC to do business in another state may result in the payment of fees and taxes that negate any initial savings when forming your LLC. Also, if you do not qualify your LLC, there may other adverse consequences in the form of additional fees and penalties.
After qualifying your LLC, you must abide by the state laws regarding the filing and payment of applicable income, sales and employment taxes.
- FindLaw: Qualifying to Do Business Outside Your State
- Alabamam Secretary of State: Application for Registration of Foreign Limited Liability Company
- California Secretary of State: Application to Register a Foreign Limited Liability Company (LLC)
- Massachusetts Secretary of State: Foreign Limited Liability Company Information
- The Burton Law Firm: Foreign LLCs