How To Register a Foreign Limited Liability Company (LLC)
Your business is a limited liability company (LLC) expanding and you want to open a new location in a different state. You don't have to form a new LLC, but you do have to register that LLC in the new state.
What is a Foreign LLC?
A foreign LLC isn't an LLC that's in a foreign country. The term "foreign" in this case means an LLC A foreign LLC is an LLC that is registered in a state where you do business, but it's not the primary or first state where your LLC is initially registered.
For example, if you start your business first in Ohio, then add a location in Pennsylvania, your LLC is a foreign LLC in Pennsylvania and you must register as such in that state.
How to Register a Foreign LLC
If your business is organized as a limited liability company (LLC) and it is doing business in more than one state, you must register your LLC in all states where you are doing business. By the way, the process of registering your business in other states is the same for corporations and partnerships. The new corporations or partnerships would be registered as "foreign" in any state where you want to have a location.
The process for registering a foreign LLC is different for each state. This article describes the process in general, including any documents you will need.
- First, register your LLC (limited liability company) in the primary state where you are doing business. If you already have an LLC, you are set for that state. To register the foreign LLC, you will need the information from the Articles of Organization and you will need a copy of the official LLC document from the state.
- Next, determine if you are "doing business" in another state and are thus required to register as a foreign LLC in that state. The term "doing business" may differ by state, but it usually includes these activities:
- Having a bank account in the state
- Selling in the state through a distributor, an agent, or a manufacturer's representative
- Maintaining an office, manufacturing or distribution facility, or retail store in the state[/br]
- Owning real property or personal property in the state
- transacting business or holding meetings in the state.
- Go to the website of the Secretary of State for that state and the business division (this division is called something different in each state. Search for the information on that state's requirements for the information that must be included in the foreign LLC registration document. (It might be called a "Certificate of Authority" or an "Application for Authorization.")
- From the Secretary of State website, you will also need the following:
- The registration fee for foreign LLC registration in that state
- The address for sending the registration.
- Fill out the Certificate of Authority or Application for Authorization, or whatever this document is called in that state. Depending on the state, you will need to include:
- The name of the LLC and the name you are doing business as in that state, if they are different.
- The state where the LLC is originally registered, the date of formation, and the duration (perpetual or for a defined time period.).
- The street address of the original LLC
- The street address (not a PO Box) of the LLC in the state where you are doing the foreign LLC registration.
- You may also need to comply with that state's requirements for naming your LLC, including the words "LLC" or "limited company" in the name if you have not done so already.
- Some states require you to include a copy of the original documents showing that the LLC has been registered in its "home" state, and/or a copy of the official document registering the LLC.
- When you have checked your application for accuracy, send it to the Secretary of State, along with a check (from your business account) for the registration fee.
TIPS For Registering a Foreign LLC
- If you are forming a new LLC and you have not yet named your LLC, include the designation "LLC" or "Limited Company" in the name, even if your state does not require it. That way, you are all set if you need to register as a foreign LLC in a state that requires that the "LLC" designation be used.
- Many states require an annual or biennial registration report of LLC's in that state. Be prepared to provide a report of your LLC in every state where you are registered, every other year; most states allow you to file online. Failure to file this report can result in the state declaring your LLC "out of business" in that state.
- In most states, you will need a registered agent for every state in which you have locations. A registered agent is someone who can receive legal documents, like a summons. You have to include the name and address of your registered agent on the foreign LLC registration.
Documents You May Need to Register a Foreign LLC
- A copy of the Articles of Organization from original LLC registration
- A copy of the LLC registration document from your original state
- A copy of the official document recognizing your LLC in your original state.
A Disclaimer: The purpose of this article and all articles on this site is to provide general information. This author is not providing 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 counsel of your tax and legal advisors.