What foreign means here
In U.S. corporate law, a foreign corporation is one formed in any other state, not only one formed in another country. A corporation organized in Delaware that runs its business from New York is foreign to New York, which grants permission to operate through a filing called an application for authority. Companies from outside the United States generally register through a similar process. Limited liability companies follow a parallel path under their own statutes. Registration does not change where the company is incorporated or which state's law governs its internal affairs.
The filing and what follows
Foreign corporation registration usually requires a certificate of good standing from the home state, a filing with the new state's business registry, and an agent or designated address for receiving legal papers there. If the corporate name is already taken in the new state, the company may need to use a different name in that state. After approval, the company typically owes periodic reports, state taxes, and fees in the new state as well as at home. Changes to the company, such as a name change or a merger, may need to be reported in every state where it is registered. Keep a calendar of these duties, because missed reports can cost the company its good standing.
Reviewing your registrations
We look at where the company is actually operating, which states it is registered in, and whether its records are current in each. If you are expanding, we prepare the registration filings and the supporting documents. If the company has been active in a state for some time without registering, we discuss how to bring it into compliance, which may involve back fees or taxes. Bring the certificate of incorporation, a recent good standing certificate, and a list of places where the company has offices, employees, or inventory. If you plan to move the company's home state altogether, we discuss whether a conversion or domestication is available as an alternative.
