What Is a Foreign Limited Liability Company?

A foreign LLC is a limited liability company that's been formed in one state or jurisdiction and is doing business in another state or jurisdiction. It's also known as an out-of-state LLC or a non-resident LLC.

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If you’re thinking about expanding your business operations to another state, you may have come across the terms “domestic LLC” and “foreign LLC.” While a domestic LLC is one that’s registered in the state where your business is located, a foreign LLC is one that’s registered in a state other than your home state. In this article, we’ll explore the difference between domestic and foreign LLCs, what constitutes “doing business” in another state, penalties for not registering as a foreign LLC, and how to get a foreign qualification.

What is a foreign LLC?

A foreign LLC is a limited liability company that’s registered to do business in a state other than the state where it was originally formed. It’s important to note that “foreign” in this context refers to another state within the U.S., not another country.

Domestic vs. Foreign LLCs

Domestic LLCs are formed in the state in which the business is headquartered and conducts business. On the other hand, a foreign LLC is a limited liability company that’s registered to do business in a state other than where it was originally formed. 

For example, if an LLC is formed in Delaware and wants to conduct business in California, it would need to register as a foreign LLC in California. Similarly, if an LLC formed in California wants to do business in Delaware, it would need to register as a foreign LLC in Delaware.

Registering as a foreign LLC is necessary for a business to legally operate in a state other than its original formation state. The process of registering as a foreign LLC varies by state and involves submitting paperwork and paying fees. Failure to properly register can result in penalties and legal consequences.

What Constitutes ‘Doing Business’ in Another State?

Each state has its own rules about what’s considered “doing business” in that state. Generally, if your business has a physical presence in another state, such as an office or a warehouse, you’ll need to register as a foreign LLC. Other activities that may require foreign qualification include:

  • Having employees in another state
  • Conducting sales in another state
  • Owning property in another state
  • Signing contracts with customers or vendors in another state
  • Holding business licenses or permits in another state

Penalties for Not Registering as a Foreign LLC

If you’re doing business in another state without registering as a foreign LLC, you could face a range of penalties, including:

  • Fines and fees
  • Inability to bring a lawsuit in that state
  • Inability to defend against a lawsuit in that state
  • Loss of the right to conduct business in that state

How to Get a Foreign Qualification

If you’ve determined that your business needs to register as a foreign LLC in another state, here’s a general overview of the steps involved:

Step 1: Checking Business Name Availability

Before you can register your LLC in a new state, you’ll need to check if your business name is available for use in that state. If your business name is not available, you may need to file for a DBA (Doing Business As) name (also known in some states as a trade name, assumed name, or fictitious name). This will allow you to conduct business under a different name than your LLC’s legal name.

Step 2: Obtaining a Certificate of Good Standing

A Certificate of Good Standing (also known in some states as a Certificate of Status or a Certificate of Existence) is a document that shows that your LLC is authorized to do business in its home state and is in good standing. This document is typically required by the new state as proof that your LLC is a valid and legal entity.

Step 3: Appointing a Registered Agent

An LLC must have a registered agent in every state where it is registered. A registered agent is responsible for receiving legal documents, such as court summons and legal notices, in person on behalf of your business in the new state. You can either appoint an individual to serve as your registered agent or use a registered agent service.

Step 4: Completing Foreign LLC Paperwork

Once you’ve obtained a Certificate of Good Standing and appointed a registered agent, you’ll need to complete the foreign LLC paperwork for the new state. This paperwork may be called “Foreign LLC Registration,” “Certificate of Authority,” “Application for Authority,” or something similar. The requirements for this paperwork will vary depending on the state.

Step 5: Paying Foreign LLC Fees and Taxes

In addition to the filing fees for the foreign LLC paperwork, you’ll also need to pay any taxes levied on foreign LLCs by the new state. These fees and taxes may include income taxes, franchise taxes, annual report fees, and/or others.

Finally, you’ll need to ensure that you meet any other legal obligations required by the new state. This may include publication requirements, which require you to publish a notice in a local newspaper announcing your LLC’s registration in the state. Other legal obligations may include obtaining business licenses and permits, registering for state taxes, or registering for unemployment insurance.

In conclusion, understanding the difference between domestic and foreign LLCs is crucial if you’re considering expanding your business operations to another state. Remember to check each state’s rules for what constitutes “doing business” in that state and to register as a foreign LLC if required to avoid penalties. With the right guidance and support, getting a foreign qualification can be a smooth process that allows your business to grow and thrive.

We can help!

At ZenBusiness, we’re dedicated to helping entrepreneurs and small business owners start, run, and grow their businesses. Although we don’t file foreign qualifications, with our easy-to-use platform and experienced team of professionals, we can guide you through the process of forming your LLC and meeting the legal requirements to operate your business in any state. We take care of the paperwork, so you can focus on what you do best: running your business. Trust us to provide the personalized service and support you need to succeed. Contact us today to get started on your business journey.

Foreign LLC FAQs

  • A domestic LLC is formed in the state where the business is located, while a foreign LLC is formed in a state other than where the business is located. The term “foreign” refers to the fact that the LLC is a foreign entity in the state where it’s doing business.

  • The benefit of a foreign LLC is that it allows a business to operate in multiple states without having to form a new LLC in each state. This can save time and money in terms of legal and administrative expenses.

  • Yes, a U.S. LLC can be owned by a foreign company. The foreign company can either own the LLC outright or be a member of the LLC along with U.S. citizens or residents.

  • No, you don’t need a new EIN for a foreign LLC if the LLC is owned by the same person or entity as the domestic LLC.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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