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As your business grows you may decide to expand outside the state that you are conducting business, protecting your assets and your company becomes increasingly important. Registering a Foreign LLC is one way you can do that.

What is a Foreign LLC?

A foreign LLC is a limited liability corporation that was originally formed in one state but then was registered to do business in an additional state. The reason why we call it a foreign LLC is that the LLC is “foreign” to the new state in which it is doing business. The foreign registration tells the appropriate state or states about the company and where it’s domesticated, permitting it to conduct business in that state. Contrary to the name, a foreign LLC is not an LLC that is formed outside of the United States.

As you can see this can be slightly complicated and requires the expertise of a small business attorney.

Why Form a Foreign LLC?

A foreign LLC is usually to expand one’s business operations or to open an additional retail or brick-and-mortar location in a new state. The process of registering a Foreign LLC is different in every state, but in the majority of states you will have to file what’s called a “Certificate of Authority”, “Application for Authority”, or “Foreign LLC Registration” in the new state in which you wish to conduct business.

In addition to this, you will need to obtain what’s called a “Certificate of Good Standing” or “Certificate of Existence”, which we can also assist you in obtaining, from the state where your LLC was originally formed. By obtaining both of these documents, your LLC to do business in the new state is basically complete.

Simply “conducting business on the Internet” without something more, is not enough to say you’re “doing business” in a specific state. Of course, if most of your business is coming from a specific state, then it becomes more difficult for you to say you are not “conducting business” in that state. If you’re targeting a specific state with your advertising in an attempt to obtain business in that state, it will be difficult for you to say you’re not “doing business” in that state.

Having an experienced small business attorney on your side to assist you in forming a foreign LLC is very important if any of the following questions pertain to you:

  • Own real or tangible property in a state? 
  • Employing one or more people (as W2 employees) in a state? 
  • Operating a retail outlet or store in a state? 
  • Obtaining a significant portion of your revenues (25% or more) from a particular state? 
  • Maintaining a portion of your operations within a particular state? 
  • Devoting specific resources or advertising within a particular state? 
  • Required to have a special license, permit or other permission within a particular state? 
  • Would a reasonable person believe you’re transacting or otherwise conducting business in the state?

Why Use L4SB to Form a Foreign LLC?

At L4SB, we have compiled the most relevant law in each of the 50 states pertaining to the formation of foreign LLCs. Simply, select your state, and see what the law says about “conducting business” in that specific state. We’ve done our best to summarize the risks that your business will take if you do not properly register your foreign LLC. Most states have a financial penalty, and some will even revoke your contracts, which makes it even more important to have an experienced small business attorney to handle your foreign LLC formation.

The Law 4 Small Business Difference

Forming a foreing LLC with L4SB puts experienced business lawyers on your side. We ensure your business is following all the foreign LLC formation laws in the state of your choosing, and we offer competent, sound legal advice to help you form a foreign LLC.

If you chose L4SB, it means you have licensed attorneys acting as your representation, unlike the other guys across the wire. This means your business benefits from attorney-client privilege, and you can rely on the advice and counsel of competent business lawyers to advise you in all phases and aspects of your business.

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