A foreign business entity is an entity formed under a statute or common law in a jurisdiction other than the state in which your corporation was originally formed. The foreign LLC or foreign corporation is registered with the state where you want to do business. It is also known as Out-of-state entity.
For Example: If your company is incorporated in the state of California, but now you want to expand your business in the state of New York, then you would have to file as a foreign entity within the state of New York. In other words - you must apply for authority to conduct business in New York.
Who should apply for foreign entity?
All business entities who want to conduct their business in the state other than the state they were formed, must obtain authority to do so from the concerned state department. This process is commonly referred to as "foreign entity qualification" or "register foreign llc" or "register foreign corporation". By doing so, you will get rights to start your business in that particular state.
Typically, an entity needs not to register in another state if it will be conducting only a few isolated transactions in the state.
Why should I apply for foreign entity certificates?
If you are going to start business transactions in the state other than the state in which you are currently doing business, then you must file for foreign entity with the hosting state (in which you want to conduct business). This act will help you to enjoy all benefits that a domestic corporation may have in that hosting state.
How to register foreign corporation or foreign llc?
A foreign LLC or foreign corporation is generally required to get foreign entity qualification in the state by filing an application with the concerned authorities and paying a prescribed fee. In most states, registration requires disclosure of the LLCs name, state of organization and the name and address of the registered agent in the state for which the application is being made.
Is there any penalty to transact business without getting certificate of authority?
Yes, if any entity who would not get certificate of authority then:
Can I start foreign entity with the same registered name?
It depends on the availability of that name in the state in which you are going to start your business. When registering as a foreign llc or a foreign corporation, you cannot use the name that is being used by the pre-existing company in that state.
What if the name is not available?
If your company's name conflicts with an existing company name or trade name, you may still register the company to do business in the state as a qualify llc or qualify corporation, but the company will have to adopt a name that does not conflict with any other names or trade names in that state, it is called "doing Business as" or "DBA"
For Example: If your company is incorporated in the state of California, but now you want to expand your business in the state of New York, then you would have to file as a foreign entity within the state of New York. In other words - you must apply for authority to conduct business in New York.
Who should apply for foreign entity?
All business entities who want to conduct their business in the state other than the state they were formed, must obtain authority to do so from the concerned state department. This process is commonly referred to as "foreign entity qualification" or "register foreign llc" or "register foreign corporation". By doing so, you will get rights to start your business in that particular state.
Typically, an entity needs not to register in another state if it will be conducting only a few isolated transactions in the state.
Why should I apply for foreign entity certificates?
If you are going to start business transactions in the state other than the state in which you are currently doing business, then you must file for foreign entity with the hosting state (in which you want to conduct business). This act will help you to enjoy all benefits that a domestic corporation may have in that hosting state.
How to register foreign corporation or foreign llc?
A foreign LLC or foreign corporation is generally required to get foreign entity qualification in the state by filing an application with the concerned authorities and paying a prescribed fee. In most states, registration requires disclosure of the LLCs name, state of organization and the name and address of the registered agent in the state for which the application is being made.
Is there any penalty to transact business without getting certificate of authority?
Yes, if any entity who would not get certificate of authority then:
- the entity cannot maintain an action, suit, or proceeding in a court until it registers;
- the attorney general can enjoin the entity from transacting business in the state;
- the entity is subject to a civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required; and
- If the entity has transacted business in the state for more than ninety (90) days, the secretary of state may condition the filing of the registration on the payment of a late filing fee equal to the registration fee for each year or part of year of delinquency.
Can I start foreign entity with the same registered name?
It depends on the availability of that name in the state in which you are going to start your business. When registering as a foreign llc or a foreign corporation, you cannot use the name that is being used by the pre-existing company in that state.
What if the name is not available?
If your company's name conflicts with an existing company name or trade name, you may still register the company to do business in the state as a qualify llc or qualify corporation, but the company will have to adopt a name that does not conflict with any other names or trade names in that state, it is called "doing Business as" or "DBA"