Qualifications & Registrations

Conducting business outside of a company’s domestic state requires the qualification or registration of that company within the other “foreign” states. Commonly, qualifying a company in additional states is a necessity based on a maintained physical presence or the employment of persons within those states. There are a number of factors that can vary from state to state, which may require companies to qualify in order to conduct business within those jurisdictions. RegisteredAgent.net does not provide legal advice, but we highly recommend consulting an attorney to determine the necessity of applying for qualification in other states.

After deciding to qualify your business in additional states, a “Certificate of Authority” or “Foreign Registration” form is prepared and filed along with any necessary supporting documentation from the domestic state: a Certificate of Good Standing, a Certified Copy of the Articles, etc. The information required on the qualification form is similar to that filed in your home state, such as, the proposed business name, principal office address, registered agent appointment, and information regarding your entity in its domestic state. You will be responsible for any applicable state registration fees, annual report filing requirements, and entity taxes that may be imposed by state statutes once you have filed the appropriate document(s) and have the authority to transact business in another state.

Including quick turnaround times, expedited service options, and nationwide representation and filings services, there are plenty of advantages to having RegisteredAgent.net handle your qualification or registration. We are familiar with all state guidelines and filing requirements and can provide you with knowledgeable help.

Amendments

An “Amendment to the Articles” filing is often the necessary step when certain company changes need to be made on the state records. Amendments are often required to be filed when a company name or principal office address changes, when additional shares of stock are authorized, or when the stated purpose of the business has been changed. Amendments are initially filed in the domestic state, and many changes will need to be filed in foreign states as well.

Reinstatements

Being out of good standing or in a non-compliant status with the Secretary of State can have severe consequences for your company including the administrative dissolution, forfeiture, or revocation of your company’s authority to do business within a state’s jurisdiction. In order to get back into good legal standing, a company must file a “Reinstatement” or similar revival document. A reinstatement typically involves filing past due annual reports, paying outstanding taxes and penalties, and filing a form with the appropriate state office.

Many companies operate under assumed names different from their true legal names. These assumed names can be filed for sole proprietorships, partnerships, and corporate entities. Fictitious Business Names (FBN) are often referred to as Doing Business As (DBA), Assumed Names or Trade Names. Some jurisdictions do not recognize fictitious business names, while others allow for the filing of fictitious business names at the state and/or county level. Certain states have further requirements for fictitious business name filings. In California, Georgia, Nebraska, and South Dakota, a name filing must be followed by a publication of the registration in an authorized manner, such as, an approved newspaper. It’s important to know the duration of these name registrations, as some jurisdictions require renewal registrations to be filed, while other jurisdictions may allow for the perpetual use of an assumed name.

Certificates & Document Retrievals

Certificates

When qualifying or registering your company in a foreign jurisdiction, you may be required to provide a certificate issued by your company’s domestic state verifying that you legally registered in the home jurisdiction. These certificates have a variety of names including “Certificate of Good Standing,” “Certificate of Existence,” or “Certificate of Authorization.” Certificates reflecting a company’s good standing can be requested from any state in which your company is registered to do business. However, a certificate of good standing cannot be issued if the company is in a non-compliant status within the state jurisdiction. Many states do offer certificates noting bad standing, while others will refuse to the issuance of any certificates until the entity is in good legal standing.

Charter Documents

Some corporate transactions, such as qualifying your business in a foreign jurisdiction, or opening a company bank account, will require certified copies of your initial formation documents that are on file with a specific state office. Charter documents are often called the Articles of Incorporation or Articles of Organization. All Secretary of State offices will issue either plain or certified copies of these documents upon request. A certified copy is verified by the state to be a true and exact copy of the original document filed within that jurisdiction.

Change of Registered Agent

Upon the formation or qualification of a company, most states require the appointment of a registered agent. Many people rely on attorneys or accountants to select the registered agent without first researching their options. Not all service providers offer the same services, and the cost of these providers can vary greatly. When choosing a registered agent, you should consider the range of services offered, the availability of services in each state, and the overall cost to you. Fortunately, you have options in service providers, and a change of agent may be requested at any time.

Dissolutions & Cancellations or Withdrawals & Surrenders

Dissolutions and Cancellations

In order to legally terminate a business, formal steps must be taken to dissolve or cancel your company’s authority to do business in a particular state. A “Certificate of Dissolution” or “Cancellation” must be filed in the entity’s domestic state. In many states, the company must be in good legal standing with all annual reports and taxes paid. Many states even require a certificate of tax clearance in order to have the dissolution or cancellation approved by the state.

Withdrawals and Surrenders

If you decide to terminate your business in any foreign states in which your company is registered, a “Certificate of Withdrawal” or “Surrender” must be filed to formally close the business. This filing will effectively withdraw or surrender your company’s authority to do business in the foreign jurisdiction. Just as your company must be in good legal standing to dissolve in the home state, it must be in good legal standing before withdrawing from any foreign states.

If a company ceases to do business in the domestic state or any foreign state, but does not complete these necessary steps to dissolve or withdraw their authority to do business, that company will remain responsible for statutory requirements, state fees, annual reports, entity taxes, and must maintain a registered agent until it has completed and filed the official documents to terminate the company. The benefits of incorporating a company can be great, but the associated responsibilities and legal requirements remain until the proper steps are taken to legally terminate a company.