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Learn the basics of getting a Certificate of Authority.
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Last Updated: February 9, 2026
If a business owner is considering expanding their enterprise into another state, then they’re ready to start the foreign qualification process. That means they’ll need to apply for and get a Certificate of Authority.
This guide covers all the essential facts about a Certificate of Authority, including what the certificate is, when it’s needed, and how to get one.
A Certificate of Authority is an essential tool for businesses that want to qualify as a foreign limited liability company or foreign corporation — a process called foreign qualification. The word “foreign” in this case refers to a business that was formed in a different state than the one it wants to do business in.
Put simply, a Certificate of Authority is another state’s way of giving a company permission to transact business in their jurisdiction. Some states call it another name, such as Application to Transact Business, Application for Registration, Foreign Registration Certificate, or another name. No matter what the name of the Certificate is, the fact remains: if a company is going to conduct business in another state, it will need a Certificate of Authority.
A business usually needs to get a Certificate Authority from another state when it starts transacting business there. Unfortunately, there isn’t a cut-and-dry definition for what constitutes “conducting business” in a given state. Often, a company qualifies as a foreign entity that’s conducting business when it has a physical location in that state, it has employees there, or its business operations there are regular and consistent.
Every state has slightly different standards for what qualifies as doing business. If an entrepreneur isn’t sure if they’re conducting business in a given state, it’s wise to consult with a local attorney for guidance.
Failing to get a Certificate of Authority when it’s required can have some consequences. Again, these consequences can vary by state. But generally, a business owner can expect to be charged penalty fees if the state realizes they’re conducting business activities without registration. The brand’s reputation could suffer, too.
Additionally, a business owner can’t initiate a lawsuit in that state without a Certificate of Authority. For example, an entrepreneur wouldn’t be able to sue a contractor for damages to their building in the new state without the certificate. While not all businesses will need the rights to start legal proceedings, it’s a consequence worth mentioning.
What happens when an entrepreneur is ready to get a Certificate of Authority for their business? The exact process to follow varies from state to state, but there are several common steps, and they’re pretty similar. This section covers those basic steps.
The first part of a foreign qualification is to get a Certificate of Good Standing from the business’s home state. A Certificate of Good Standing is basically a stamp of approval from the state where the business is considered domestic (i.e., it originated in that state). The document certifies that the company has upheld all its responsibilities, such as filing annual reports, paying state taxes, keeping a business license, and so on. Typically, states ask to see an up-to-date Certificate of Good Standing before they issue a foreign qualification.
Usually, a small business owner can request a Certificate of Good Standing — sometimes called a Certificate of Status or similar title in some states — pretty easily. In some states, all an owner has to do is log in to their online portal, click “request Certificate of Good Standing,” and wait for it to arrive. Other states have a paper form. And if the business isn’t currently in good standing, it needs to correct whatever is causing it to be out of good standing first; then it can request a certificate.
If the business owner already has a recent one, they may not need a new Certificate of Good Standing. Since the certificate has other purposes, a business might already have one on hand. If not, a business owner can request a new one at any time.
Every state protects the names of registered businesses in its jurisdiction. So, if a company expands into another state, its business name still needs to be distinct from those in the new state. While it’s uncommon, there is a chance that a company’s existing name will match — or be too similar to — the name of an existing business in the state it’s expanding into.
If it does, the business can still expand into that state; it’ll just need to get a DBA name, or “doing business as” name. Sometimes called a trade name, assumed name, or fictitious name, a DBA registration lets the company operate under a different name legally (see the DBA name definition page for more).
Often, the company’s legal name will still be available, and it won’t need a DBA, but it’s essential to check.
Just as a business owner has to appoint a registered agent when setting up their business, they’ll need to repeat that step for the state they’re expanding into. Whomever the owner picks, their new registered agent must have a physical address in the new state where they’re present during regular business hours. They must also meet any other legal criteria for registered agents in that state.
If the company you hired a registered agent service, it’s prudent to check if they serve the state the company is joining. If so, the service might charge some extra fees. If not, the company needs to hire a second agent. ZenBusiness’s registered agent service is available in all 50 states plus the District of Columbia.
Once the company has its registered agent, a viable business name, and proof of good standing, it’s time to start the application process. First, a business owner needs to locate the form for their new state; often, it’s called the Application for Certificate of Authority, but some states use titles like the “Certificate of Authority Application” or another similar phrase.
After the form is located, it’s time to fill it out. Every state’s form is a little different. But generally, a business owner will need to provide their name, the registered agent for service of process they’re appointing, their address in the new state, the business purpose, contact information, and so on. States usually require a small filing fee to accompany this business registration.
After a Certificate of Authority form is approved, the business will be granted business authority in the new state. Some states will actually issue a physical certificate. Processing times vary, ranging from a few business days to several weeks.
In some states, a business owner might qualify for a temporary certificate instead of a regular Certificate of Authority. Typically, these certificates apply if the business only has taxable sales of tangible property in that state for a limited period of time.
If a business owner thinks these certificates might apply, it’s prudent to double-check with the state to be sure.
One of the trickiest aspects of running a foreign LLC or foreign corporation is staying on top of compliance requirements for that new state. For example, the company’s new state might require it to maintain and renew a business license. And the annual report process will probably differ from the company’s home state. Generally, foreign businesses need to register with the state tax department, collect sales taxes, and so on (see sales taxes definition for more information).
To keep a foreign qualification, it’s essential that every business owner learns their state’s compliance requirements and uphold them as carefully as possible.
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Starting and expanding a business can feel overwhelming, but it doesn’t have to be a solo effort. ZenBusiness helps small business owners navigate the red tape side of business so they can focus on what matters: their goals. While ZenBusiness doesn’t have a foreign qualification service, they can help in other ways. Whether an entrepreneur needs help starting a brand-new LLC or corporation, getting a Certificate of Good Standing, or a new registered agent, ZenBusiness has it covered.
A Certificate of Authority is like a permission slip granted to a foreign LLC or corporation for the right to conduct business in that state.
The biggest benefit of a Certificate of Authority is that it gives a company the legal right to transact business in the state that issued it. It also protects the business from incurring unknown fees and penalties.
To get a Certificate of Authority, an entrepreneur will need to file an Application for Certificate of Authority (or similar form). As part of the application, they’ll be asked to show a Certificate of Good Standing, verify their business name, and appoint a local registered agent. Once the application is approved, the state will issue a Certificate of Authority.
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Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. For specific questions about any of these topics, seek the counsel of a licensed professional.
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