Because corporations in the US are considered domestic only in their state of incorporation, a company doing business in a state other than its state of incorporation must apply for a foreign qualification. This will allow them to be legally registered in a state where they would have otherwise been considered foreign.
What does it mean to be “doing business” in a certain state?
Each state has its own meaning of doing business. In general, a company is “doing business” if any of the following apply:
- It has a physical presence in the state, such as maintaining an office or owning/renting a physical property
- There are employees or salespersons in that state
Requirements and procedures for foreign qualification vary from state to state. Most states require foreign corporations to register with their Secretary of State and pay state registration fees. The documents needed to qualify are articles of incorporation and a certificate of good standing from the foreign business’ state of formation. The state may also require the foreign business to have a registered agent. This ensures they will receive legal documents from the state on the corporation’s behalf.
What does it mean when you qualify as a foreign corporation in other states?
A corporation qualifying in a state other than its incorporation state is subject to that state’s laws. The corporation must file and pay all taxes and licenses required to do business in that state.
What are the consequences of failing to qualify for foreign qualification?
Failure to qualify in a state where a corporation is “doing business” could result in additional taxes, fees and penalties. If legal complications arise, it may limit a corporation’s legal recourse. This is because most states require a foreign business to qualify before they can bring suits in that state.
When a corporation wants to expand its business outside its state of formation, it should seek assistance from an attorney or accountant. Foreign qualification may seem complicated, with additional compliance to consider. Regardless, owners must follow this mandate to avoid wasting time and incurring additional costs.
Can Cleer Tax Help Me With Qualifying for Foreign Qualification?
Absolutely! At Cleer Tax, our dedicated team is committed to addressing the distinct requirements of your business.
We provide comprehensive tax advisory services tailored to your specific needs, covering every aspect of compliance and optimization – including helping you qualify for foreign qualification. Our goal is to ensure that you capitalize on every available opportunity, leaving no stone unturned when maximizing your tax benefits and minimizing any potential liabilities.
Cleer provides Corporate Income Tax Packages encompassing federal and state income tax filings for a hassle-free experience. We also offer all-inclusive bookkeeping packages, which include your monthly statements plus your federal and state tax returns. If you need help getting up to date on your books, we also offer support for companies that have fallen behind on their bookkeeping with our bookkeeping catch-up package.
If you need any help, schedule a consultation to discuss it further, or feel free to contact us.
