If your business is organized as a corporation (including S corporations) and it is doing business in more than one state, you must register your corporation in all states where you are doing business. Here are the steps to registering your corporation in another state or states.

Difficulty: Average

Time Required: One half hour per state

Here's How:

Before you begin, you should discuss this application process with your attorney.


There may be specific details your attorney should help you with. For example, you may need your attorney's input on whether you are "doing business" in a state (as discussed below), or there may be specific requirements for a foreign corporation in some states. It's expensive to pay an attorney for these kinds of processes, but it's more expensive to be forced to hire an attorney to clean up an application that is incorrect.

1. First, register your corporation in the primary state where you are doing business. If you already have a corporation or S corporation establish, you are set for that state. You will need the information from the Articles of Incorporation and any information provided by the original state when it accepted your registration in that state.
2. Next, determine if you are "doing business" in another state and are thus required to register as a foreign corporation in that state. The term "doing business" may differ by state, but usually it includes these activities:
    
   • Having a bank account for the business in the state
   • Selling in the state through a distributor, an agent, or a manufacturer's representative
   • Maintaining an office, manufacturing or distribution facility, or retail store in the state
   • Owning real property or personal property in the state (by the business)
   • Transacting business or holding meetings in the state.

1. Go to the website of the Secretary of State for that state, and search for the information on that state's requirements for the information that must be included in the registration document. (It might be called a "Certificate of Authority" or an "Application for Authorization.")
2. From the Secretary of State website, you will also need the following:
   • The registration fee for foreign corporation registration in that state
   • The address for sending the registration.
3. Fill out the Certificate of Authority or Application for Authorization, or whatever this document is called in that state. Depending on the state, you will need to include:
   • The name of the corporation and the name you are doing business as in that state, if they are different.
   • The state where the corporation is originally registered, the date of formation, and the duration (perpetual or for a defined time period.).
   • The street address of the original corporation (in the home state)
   • The street address (not a PO Box) of the LLC in the state where you are doing the foreign corporation registration.
4. You may also need to comply with that state's requirements for naming your corporation, including the words "Inc." or "Incorporated" in the name, if you have not done so already.
5. Some states require you to include a copy of the original documents showing that the corporation has been registered in its "home" state, and/or a copy of the official document registering the corporation.
6. When you have checked your application for accuracy, send it to the Secretary of State, along with a check (from your business account) for the registration fee.

Tips:

1. As far as I can tell, selling online to people in a state does not require you to have a foreign corporation in that state. These requirements are changing, so don't rely on this information.
2. If you have not yet named your corporation, include the designation "Inc." or "Incorporated" in the name, even if your state does not require it. That way, you are all set if you need to register as a foreign corporation in a state that requires that a specific designation be used.
3. Many states require an annual or biennial registration report of corporations in that state. Be prepared to provide a report of your corporation in every state where you are registered, every year or every other year; most states allow you to file online. Failure to file this report can result in the state declaring your corporation "out of business" in that state.

What You Need:

• A copy of your corporation's Articles of Incorporation
• A copy of the corporate registration document from your original state
• A copy of the official document recognizing your corporation in your original state.

A Disclaimer: The purpose of this article and all articles on this site is to provide general information. This author is not providing tax or legal advice. Every state is different, laws are constantly changing, and every business situation is unique. Never undertake legal or tax matters without the advice and counsel of your tax and legal advisors.