Foreign Qualification & Certificate of Authority
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Foreign Qualification is the process of registering your corporation or LLC to do lawful business in another state, in addition to the state in which it was incorporated.
The specific filing can be referred to in different ways, depending on the state, but is typically known as a Certificate of Authority or Certificate of Registration.
What Is a Certificate of Authority Used for?
The Certificate of Authority is a requirement for your corporation or LLC's foreign qualification, which is needed to provide a service in a state other than the one they were originally formed in.
Many businesses choose Delaware as the home state of their company in order to take advantage of its strong corporate law structure—more than 50 percent of publicly-traded companies in the U.S. and 65 percent of Fortune 500 companies are incorporated in the state of Delaware.
Essentially, the foreign qualification process allows a Delaware company to be governed under the Delaware Corporate Law structure but still operate locally and do business in another state.
The Foreign Qualification Process
Applying for Certificate of Authority can be completed by following these steps. This process can take several weeks, so plan accordingly.
- Appoint a Registered Agent - Designate a registered agent within the new state to receive legal and official documents.
- Obtain a Certificate of Good Standing - Obtain a Certificate of Good Standing from the state where your business is originally incorporated or formed.
- File a Certificate of Authority - Submit the completed application that pertains to the state along with the associated filing fees.
Not all business activities necessitate foreign qualification, so be sure to consult a professional before executing this process.
Jump to the Specific State for which You Need a Certificate of Authority:
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When Should You Obtain the Certificate of Authority?
For companies incorporated in Delaware despite their businesses being physically located outside of the state, the process of foreign qualification is generally handled immediately after the company formation, so the business can obtain the certificate and operate in its own state right away. However, there is no specific requirement for when the filing must be done.
How long Does a Certificate of Authority Remain Active?
Typically, once the foreign qualification process is complete, you will be qualified to do business in that state indefinitely, as long as your business maintains compliance with the state. In that sense, a Certificate of Authority’s role is complete after being submitted to the state. Generally, a Certificate of Authority will need to be renewed, usually on a quarterly or annual basis depending on the state. The renewal process varies state to state, typically this involves submitting updated information, like changes to your business address, registered agent, or ownership structure.
What Determines When You Need a Certificate of Authority?
You will need to get authority for your corporation or LLC to do business in another state (besides the one in which it is registered) before beginning your operations there. However, there is no widely accepted definition of “doing business.” Instead, each state defines what constitutes business activity. This could be one of several specific actions or the combination of several different factors.
Some examples of situations that may require foreign qualification are:
- Having a physical business address in the state
- Accepting customers orders from the state
- Paying employees in the state
- Holding company assets in the state
In many states, renting an office space, for example, gives a business a clear presence in a state, sometimes referred to as establishing “nexus.” In such a state, one of the actions listed above would mean that foreign qualification is necessary. Similarly, a combination of factors such as running a TV ad, contracting with a customer in the state, or having a single employee living in the state may be deemed “business activity.” Typically a combination of these elements may call for a Certification of Authority, even if one of those factors alone would not.
Is a Certificate of Authority a Business License?
No. Even though a Certificate of Authority has a few similarities to a business license, they are by no means interchangeable. They serve different purposes and are issued by different government organizations. The Certificate of Authority enables a corporation or LLC to expand its operations into a new state, while a business license ensures compliance with local regulations within a specific jurisdiction. The Certificate of Authority is acquired through the Division of Corporations in your state. On the other hand, a business license is obtained through the Division of Revenue in your local county.
Why Do States Require a Certificate of Authority?
For the business owner, completing the process of foreign qualification and obtaining a Certificate of Authority allows an LLC or corporation to legally do business outside the state in which the company was incorporated.
For the state, foreign qualification is a way of generating tax revenue in exchange for the privilege of conducting business there.
What Does a Certificate of Authority Cost?
Each state has different requirements for completing the foreign qualification process. Certificate of Authority prices also vary by entity type. In most cases, there will be an application with an accompanying fee. This fee can vary widely, as can the fee for upkeep, which may be due annually, biannually, quarterly, or not assessed at all.
Additionally, Harvard Business Services has a team of specialists that is very familiar with the nuances of filing for a Certificate of Authority in each state. Sometimes, we recommend specific options or procedures because we know they will help your application get received, processed and approved more quickly and accurately than other ways. In some cases, this will include additional state fees beyond the stated minimum cost. We are happy to provide further details on this when you speak to us.
Lastly, we do charge our own service fee for completing your LLC or corporation's Certificate of Authority order. The fee depends on whether your company is already filed and if you need additional documents to meet a state's requirements. We will provide you with a clear, custom quote for your needs.
What Is Required to Obtain a Certificate of Authority?
Much like the fee mentioned above, each state’s requirements for granting authority to do business will vary. However, there are some items that are very commonly needed:
- Certificate of Good Standing (also known as Certificate of Existence)
- Certified Copy of your Certificate of Incorporation or Certificate of Formation (also known as Articles of Incorporation or Articles of Organization)
Is a Registered Agent required for Certificate of Authority?
Yes, you are also required to retain a Registered Agent in any state in which you foreign qualify. Even if your business is registered in Delaware and you maintain a Delaware registered agent, you will need a California Registered Agent in order to do business in California. (Note: Harvard Business Services can provide registered agent service in any state, for a nominal annual fee.)
For information about foreign qualification in a specific state, scroll down to the alphabetical state list below.
In addition, this is the basic information Harvard Business Services, Inc. will ask for in order to assist in foreign qualifying your Delaware company. Please note that for certain states we will require additional information as well:
- Company name
- Name of managing member or officer who will be signing the document
- Business address
- Registered Agent address
- Nature of the business
Is LLC Foreign Qualification the Same as Corporation Foreign Qualification?
Just as fees and documentation vary from state to state, so too can specific requirements for LLCs and Corporations. In some states, the requirements for foreign qualification are the same for the different business entities, while in others they are different. The difference could be as small as requiring certified copies of a document for one and not the other, or as large as different document requirements and a different application fee. See a comprehensive list of corporation and LLC foreign qualification differences from state to state below, under Foreign Qualification Requirements by State.
What If a Business in a Different State Has the Same Name as Your Business?
In order to gain foreign qualification in a new state, your corporation or LLC must operate under a name that is unique to that state.
For instance, if you form a Delaware LLC called John Doe Consulting LLC, you may want to foreign qualify in Maryland to do business there. If Maryland already has its own registered company called John Doe Consulting LLC, you will have to create a fictitious name (known as a DBA or “Doing Business As”) for your foreign qualification application to be approved. This fictitious name can be anything you want as long as it is unique in the new state. In this case, JD Consulting LLC or John Doe Consulting Group LLC could suffice.
Ongoing Compliance
Once you've obtained Certificate of Authority to do business as a foreign entity in another state, you'll need to uphold your good standing in those states. This includes filing an annual report and paying any necessary fees required in the at state. You must also maintain a registered agent for each of those states at all times. Harvard Business Services provides registered agent services in all 50 states to save your self some hassle.
What Happens if You Don’t Comply with a State’s Foreign Qualification Regulations?
Generally, if you do not adhere to local compliance regulations for foreign qualification, you will be putting your company at risk. You may be forced to pay fines and you may not be able to protect your company's assets.
You will also likely be liable for all the back taxes your company has not paid. You may also not be allowed in that state's court system until you complete the Foreign Qualification process.
Please remember that if your corporation or LLC has a Certificate of Authority in another state, you must obtain a business license and pay taxes so your entity is both legal and compliant. Keep in mind you will be responsible for filing annual reports as well as taxes in the state in which you have filed for Foreign Qualification in addition to your company's domestic state.
Typically, if a Delaware company is not physically doing business in the state of Delaware, its only obligations to the state are the annual report, franchise tax payment and maintenance of a Delaware Registered Agent.
Foreign Qualification Requirements by State
Note: Information in this table is subject to change by each state at any time. Harvard Business Services cannot guarantee the accuracy of this information.
Alabama
- LLC
- Name reservation with the Alabama Secretary of State (download form here)
- Name reservation with the Alabama Secretary of State (download form here)
- Corporation
- Name reservation with the Alabama Secretary of State (download form here)
Learn more about Alabama Foreign Qualification.
Alaska
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- No additional documents are required.
Learn more about Alaska Foreign Qualification.
Arizona
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certified copy of Certificate of Incorporation dated within 60 days
- Certificate of Good Standing dated within 60 days
Learn more about Arizona Foreign Qualification.
Arkansas
- LLC
- Certificate of Good Standing
- Certificate of Good Standing
- Corporation
- Certificate of Good Standing
Learn more about Arkansas Foreign Qualification.
California
- LLC
- Certificate of Good Standing dated within 6 months
- Certificate of Good Standing dated within 6 months
- Corporation
- Certificate of Good Standing dated within 6 months
Learn more about California Foreign Qualification.
Colorado
- LLC
- No additional documents are required.
- Corporation
- No additional documents are required.
Learn more about Colorado Foreign Qualification.
Connecticut
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Connecticut Foreign Qualification.
Delaware
- LLC
- Certificate of Good Standing dated within 6 months
- Certificate of Good Standing dated within 6 months
- Corporation
- Certificate of Good Standing dated within 6 months
Learn more about Delaware Foreign Qualification.
Florida
- LLC
- Certificate of Good Standing dated within 90 days (original copy required)
- Certificate of Good Standing dated within 90 days (original copy required)
- Corporation
- Certificate of Good Standing dated within 90 days (original copy required)
Learn more about Florida Foreign Qualification.
Georgia
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Georgia Foreign Qualification.
Hawaii
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Hawaii Foreign Qualification.
Idaho
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Idaho Foreign Qualification.
Illinois
- LLC
- Certificate of Good Standing
- Certificate of Good Standing
- Corporation
- Certified Copy of Certificate of Incorporation
Learn more about Illinois Foreign Qualification.
Indiana
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Indiana Foreign Qualification.
Iowa
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Iowa Foreign Qualification.
Kansas
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Kansas Foreign Qualification.
Kentucky
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- No additional documents are required.
Learn more about Kentucky Foreign Qualification.
Louisiana
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Louisiana Foreign Qualification.
PLEASE NOTE: Harvard Business Services does not provide Foreign Qualification service for the state of Louisiana. Please feel free to contact us for more information.
Maine
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Maine Foreign Qualification.
Maryland
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Maryland Foreign Qualification.
Massachusetts
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Massachusetts Foreign Qualification.
Michigan
- LLC
- Certificate of Good Standing dated within 30 days
- Certificate of Good Standing dated within 30 days
- Corporation
- Certificate of Good Standing dated within 30 days
Learn more about Michigan Foreign Qualification.
Minnesota
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- No additional documents are required.
Learn more about Minnesota Foreign Qualification.
Mississippi
- LLC
- Certificate of Good Standing
- Certificate of Good Standing
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Mississippi Foreign Qualification.
Missouri
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Missouri Foreign Qualification.
Montana
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- No additional documents are required.
Learn more about Montana Foreign Qualification.
Nebraska
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Nebraska Foreign Qualification.
Nevada
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- Certified copy of Certificate of Incorporation and certified copy of all amendments, all dated within 90 days
Learn more about Nevada Foreign Qualification.
New Hampshire
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about New Hampshire Foreign Qualification.
New Jersey
- LLC
- Certificate of Good Standing dated within 30 days
- Certificate of Good Standing dated within 30 days
- Corporation
- Certificate of Good Standing dated within 30 days
Learn more about New Jersey Foreign Qualification.
New Mexico
- LLC
- Certificate of Good Standing dated within 30 days
- Certificate of Good Standing dated within 30 days
- Corporation
- Certificate of Good Standing dated within 30 days
Learn more about New Mexico Foreign Qualification.
New York
- LLC
- Certificate of Good Standing OR a certified copy of articles of incorporation and amendments
- Certificate of Good Standing OR a certified copy of articles of incorporation and amendments
- Corporation
- Certificate of Good Standing OR a certified copy of articles of incorporation and amendments
Learn more about New York Foreign Qualification.
North Carolina
- LLC
- Certificate of Good Standing dated within six months
- Certificate of Good Standing dated within six months
- Corporation
- Certificate of Good Standing dated within six months
Learn more about North Carolina Foreign Qualification.
North Dakota
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about North Dakota Foreign Qualification.
Ohio
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Ohio Foreign Qualification.
Oklahoma
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Oklahoma Foreign Qualification.
Oregon
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Oregon Foreign Qualification.
Pennsylvania
- LLC
- No additional documents are required.
- Corporation
- No additional documents are required.
Learn more about Pennsylvania Foreign Qualification.
Rhode Island
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Rhode Island Foreign Qualification.
South Carolina
- LLC
- Certificate of Good Standing dated within 30 days
- Certificate of Good Standing dated within 30 days
- Corporation
- Certificate of Good Standing dated within 30 days
Learn more about South Carolina Foreign Qualification.
South Dakota
- LLC
- Certificate of Good Standing dated within 90 days (original copy required)
- Certificate of Good Standing dated within 90 days (original copy required)
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about South Dakota Foreign Qualification.
Tennessee
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Tennessee Foreign Qualification.
Texas
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- No additional documents are required.
Learn more about Texas Foreign Qualification.
Utah
- LLC
- Certificate of Good Standing dated within 90 days
- Certificate of Good Standing dated within 90 days
- Corporation
- Certificate of Good Standing dated within 90 days
Learn more about Utah Foreign Qualification.
Vermont
- LLC
- Certified Certificate of Formation and all amendments and mergers, all dated within one year
- Certificate of Good Standing dated within 30 days
- Corporation
- Certificate of Good Standing dated within 30 days
Learn more about Vermont Foreign Qualification.
Virginia
- LLC
- Certified Certificate of Formation and all amendments and mergers, all dated within one year
- Certified Certificate of Formation and all amendments and mergers, all dated within one year
- Corporation
- Certified Certificate of Incorporation and all amendments and mergers, all dated within one year
Learn more about Virginia Foreign Qualification.
Washington, D.C.
- LLC
- Certificate of Good Standing dated within 90 days (original copy required)
- Certificate of Good Standing dated within 90 days (original copy required)
- Corporation
- Certificate of Good Standing dated within 90 days (original copy required)
Learn more about Washington, D.C. Foreign Qualification.
Washington (State)
- LLC
- Certificate of Good Standing dated within 60 days (original copy required)
- Certificate of Good Standing dated within 60 days (original copy required)
- Corporation
- Certificate of Good Standing dated within 60 days (original copy required)
Learn more about Washington Foreign Qualification.
West Virginia
- LLC
- Certificate of Good Standing dated within the tax year
- Certificate of Good Standing dated within the tax year
- Corporation
- Certificate of Good Standing dated within the tax year
Learn more about West Virginia Foreign Qualification.
Wisconsin
- LLC
- No additional documents are required.
- No additional documents are required.
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Wisconsin Foreign Qualification.
Wyoming
- LLC
- Certificate of Good Standing dated within 60 days
- Certificate of Good Standing dated within 60 days
- Corporation
- Certificate of Good Standing dated within 60 days
Learn more about Wyoming Foreign Qualification.
We're Here to Help!
We have been foreign qualifying corporations and LLCs in all 50 states for over a decade. If you would like your Delaware company to operate in another state, we'd be happy to assist you.
Please call (800-345-2677, Ext. 6900), email or live chat with us to get started on your Foreign Qualification.
This information is to be considered general information. Harvard Business Services, Inc. is not a law firm and cannot provide legal advice. For more information, please consult an attorney.
Since 1981, Harvard Business Services, Inc. has helped form 426,252 Delaware corporations and LLCs for people all over the world.
Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company.
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