A Limited Liability Company is always based on state rules. It is formed in a particular US state where it has the main operational center. However, if at some point of time in the future, the business owners decide to expand the Limited Liability Company beyond the home state borders and in other states, it will be entitled as Foreign Corporation or Foreign LLC. What is a foreign limited liability company?
For example, an LLC is formed in the state of Michigan. And now, it wants to expand the business to Connecticut or New York. Under such cases, the LLC will be termed as a foreign Limited Liability Company.
On this page, you’ll learn about the following:
Domestic LLC VS Foreign LLC
A foreign LLC and a domestic LLC are almost the same, with the only difference being in their workplace. When an LLC is registered, it should be done under a particular state in the US. If companies operate in the same state as the home, they are termed domestic LLCs.
However, if the business is extended to a different state other than the origin, the Liability company will be known as a foreign LLC. This is because, in terms of the state, the LLC company isn’t formed there and has its origin in some states.
This is the major difference between domestic and foreign LLC. But, apart from this, certain meager facts are also there, which set these two apart, be it the cost of forming the company in another state or the legal documents needed to do so.
Need to form an LLC as a “foreign” entity
Even though several liability companies have been set up as a foreign entity in many states, a question always lingers in the air- why it is necessary to start the business as a “foreign entity” in another state.
When a liability company wants to operate in another state other than the home state, with proper registrations, it will be able to transact the business under a foreign government. Moreover, declaring the LLC as a foreign entity will allow the public to gain more information pieces about the business, starting with the name, member names, business address, registered agents, and so on.
Apart from this, once the company fulfills all the requirements of a foreign qualification, the government will be able to impose the taxation and legal rules on the same so that no unfair and biased judgment can be passed.
States Where Foreign LLC is formed
Foreign LLCs can be formed in different US states, like Connecticut, Michigan, Oregon, New York, California, Vermont, West Virginia, Kansas, Indiana, Arizona, Georgia, and so on. Every state almost follows the same rule for forming the LLC. However, minute details are there, which vary according to the state government. To know more about those requirements, you can hire a professional consultant like GoDaddy for your foreign LLC.
Qualifications to Form a Foreign LLC
People usually start to plan for a foreign LLC without considering when to file the application for the same. If you want your foreign application to be accepted, you must pass the following foreign registration requirements.
- Having a business bank account
- Principal office location, warehouse location, or any other dedicated site
- Certificate for ownership of property
- A representative in case the company has a distributor or manufacturer
- Employees working in the company
How to Form a Foreign LLC?
Time needed: 30 minutes.
Here are the simple steps to follow when forming a foreign LLC.
- Choose a business LLC name
The first step towards forming the foreign LLC is deciding the name of the company. The business name should be such that it doesn’t coincide with any existing corporation or LLC in the state, and also no keyword that would signify a government’s body. You can use popular business name search tools from professional consultants like GoDaddy to make sure your chosen name is legal and acceptable.
- Appoint a registered LLC agent.
What follows s hiring a registered agent to become your business’s first point of contact. The agent will be liable to carry on with all the taxation and legal works on behalf of your foreign LLC.
- Filing a certificate of existence or certificate of good standing
A certificate of existence or a certificate of good standing is essential to start up a foreign LLC. According to this document, it is proven that the company has met all the compliances and requirements stated by the government.
- File for the certificate of authority
Filing for the certificate of authority is the final step for forming a foreign LLC. This document will verify every operation and detail about the LLC, just like the Operating Agreement does for domestic corporations.
What if You Don’t Register as Foreign LLC
If you don’t register as the foreign LLC you might end up in legal troubles like fines and penalties, and inability to apply for loans, losing any kind of law protection within that state.
If you’re considering starting a business outside your home state, a foreign LLC is an option. While some states don’t require formal registration, others do. For information about filing requirements, contact the state office that oversees corporate registrations. You should also consider consulting with an attorney in the state in which you wish to operate your foreign LLC. There may also be fees involved, including an initial filing fee, and renewal fees.
Once you register your LLC in a foreign state, you must make sure it’s in good standing. This means paying your annual fees, submitting annual reports, and responding to any legal correspondence or tax notifications. In addition, you’ll need a dedicated Registered Agent in the foreign state.
To register as a foreign LLC, you’ll need to follow all state regulations for establishing your business. Oftentimes, this will require that you establish a bank account in the state. Also, you’ll need to hire employees and hold regular meetings in the foreign state. Then, you’ll need to obtain a business license from that state. You’ll also need to maintain a bank account in the state, and some property.
To avoid these penalties, you should register as a foreign LLC in states where you conduct business. This generally means that you have a storefront, employees, or property that generates income. Failure to register as a foreign company can lead to penalties ranging from $1,000 to $10,000 annually. Moreover, failing to register as a foreign entity may result in your business not being recognized in court.
Besides the certificate of good standing and certificate of existence, you should also apply for a certificate of authority. This certificate will verify that you’re legally compliant and have met the requirements of the government. This certificate will also provide your customers with more information about your business.
If you’re a foreign LLC operating in California, you’ll need to register. The California LLC Act requires that businesses have a physical presence in the state, and those businesses are required to collect sales tax. By failing to register as a foreign LLC, you risk violating the tax laws of the state and being ineligible for business contracts.
If you don’t register as a foreign LLC, you should consider applying for a foreign qualification for your company. This will ensure that the public has access to basic information about your business, such as its legal name and its address. Alternatively, you can call yourself an Out-of-State Qualification.
The cost of registering as a foreign LLC will vary from state to state. Registration fees are generally higher than those for forming a domestic LLC. Foreign LLCs will also have to pay franchise tax and an annual fee. To avoid these fees, you should file your foreign LLC online or by mail. Moreover, you can choose to expedite the mail filing process for an additional fee of $50.
The cost of forming a foreign LLC varies from one state to the other. However, this fee is much higher than the registration cost of the domestic LLC. Apart from this, the LLC will be entitled to pay a franchise tax and an annual fee.
In case your LLC doesn’t have the proper documents for foreign qualification, you will not be able to pay the taxes, open a bank account, hire employees, and file taxes in the concerned state.
Having a foreign LLC in any of the states involves a series of paperwork and filing procedures. Before you form your foreign LLC anywhere in the United States, make sure you get all information regarding filing your LLC beforehand. Also, it is important to know about the restrictions on foreign businesses in a particular state before you start your foreign LLC in that state.