What is a foreign qualification?
Foreign qualification is the act of registering your company to conduct business in another state. Your company is considered a “domestic” entity within its state of formation. When it registers to conduct business in another state it is considered a “foreign” entity in that state.
What constitutes transacting business in additional states?
There are many factors used to determine whether a company is transacting business in a state. If your company plans to have a physical address, employees or a bank account in another state you may need to qualify there. For questions regarding your specific situation, it is best to seek the advice of an attorney or accountant to determine whether foreign qualification is required for your company.
What paperwork is required to file a foreign qualification?
When filing for foreign qualification a Certificate of Authority must be prepared and submitted to the respective Department of State for filing. The information required in the authority document varies per state. When filing your authority we will request the mandatory information from you in order to complete the filing. Further most states will require a Certificate of Good Standing or Certified Copy of your filing from the domestic state of formation. These documents are required by the foreign qualifying state to confirm that the company is active and in good standing. Accumera will automatically obtain the required documents in order to file your Certificate of Authority.
Who can file a foreign qualification?
Most any company can file for foreign qualify, as long as that company files the required Certificate of Authority and submits it to the respective Department of State with the required Certificate of Good Standing or Certified Copy. However, please note that some states have restrictions on PC and PLLC foreign qualifications. Contact us for more information specific to your situation.
Do I need an attorney to file a foreign qualification?
You are not required to obtain the assistance of an attorney to foreign qualify your company. Accumera will prepare your filing as required by laws of the jurisdiction where it is being registered and file all of the required paperwork for you. We do advise that you speak to the appropriate legal and accounting advisors to confirm that you are required to file the authority.
What information is required on the Certificate of Authority?
The information required to file the Certificate of Authority varies per state and in most cases will require information such as the company name, state and date of formation, names and addresses of the company officers (Corps) / managers (LLC’s), name and address of the registered agent and the signature of an authorized representative of the company. However, some states do require more details in the filing such as financial information about the company, specific business purpose, stock information and names and addresses of the company directors. Contact us to place an order or for more information on the process.
What if my company name is not available in the state where I need to foreign qualify?
When Accumera receives your request to file a foreign qualification one of the first steps is to conduct a name search to see if your name is available in the foreign state. If the name search comes back unavailable your company will have to adopt a fictitious name or DBA name in that state in order to foreign qualify. Please note that if a fictitious name or DBA name is adopted the company will have to conduct business in that state under that name only.
What are the consequences of not foreign qualifying?
If you conduct business in another state and it is determined that you were required to foreign qualify you will most likely be subject to fines and be liable for payment of any back taxes for the period in which the company conducted business in the foreign state. Further, if you were sued in the foreign state you would not be able to use that states court system until you complete the filing of the foreign qualification. For questions regarding your specific situation, it is best to seek the advice of an attorney or accountant to determine whether foreign qualification is required for your company.
Does my Foreign Qualification filing require a registered agent?
In most states your foreign qualification is required to have a Registered Agent who can accept service of process on behalf of the company in that state. Further, you must maintain the Registered Agent with the Secretary of State in order to keep your company active. Accumera can provide you with registered agent services as required in all states where you are registered. With our registered agents service we will keep you up to date with email notices of your annual report filings that are due and forward any notice of Service of Process immediately via email so you can address any legal issue as soon as possible.
