Register a Foreign Qualification in Vermont

Foreign Corporation / LLC Secretary of State A foreign Corporation / LLC is one that is incorporated under laws other than the laws of the state it is seeking to do business in. A foreign Corporation / LLC whether profit or nonprofit, is required to obtain a Certificate of Authority if it is "transacting business" or "conducting affairs" in the state. These terms are technical and decisions to apply for a certificate of authority should be based on proposed activities in this state, the statute, and applicable court decisions. If a Certificate of Authority is required, the corporation should file an Application for Certificate of Authority. In most states of the following information is required on the application. - Name of the Corporation. - Resident agent and registered office in Michigan. - Character of the corporation's business. - Date of Incorporation, jurisdiction and the term of the corporation. - The number of shares authorized. - Street address of main principal office. All foreign corporations must include with the application a certificate setting forth that the corporation is in good standing under the laws and jurisdiction of its incorporation, executed by the official of the jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days before filing the application. Nonprofit corporations must also include a copy of the articles of incorporation including any amendments, certified by the officer of the jurisdiction of its incorporation. Both foreign profit and nonprofit corporations / LLC's are subject to certain provision of the same statutes that govern domestic corporations.

Authorize your company to do business in other state(s).

If an expanding company wishes to reach out and do business in another state it first must be granted a Certificate of Authority from the Secretary of State’s office. Some states also refer to this as a Foreign Qualification to Transact Business. The word foreign means foreign to the state from a different state not foreign to the country. Interstate transactions.

Process to file a Certificate of Authority:

1. Prepare a Certificate of Authority application for the state where you are expanding into. The application must be prepared completely and accurately. Any mistake on the for can be fixed but of course with another fee to the state to amend the mistake.

2. Request a certificate of good standing from the domestic state were your business was originally registered. Some states refer to this as a certificate of existence. The fee for this document will vary from state to state.

3. A registered agent must be provided in the state were you are filing in. The purpose of this is a person and address within the new state will be receive any official documents which may be tax notices, annual reports or law suits filed against the company. This person will be responsible to forward all documents received on behalf of the company to the designated address in the home state of the business. This is not meant to be a post office box but rather a vehicle to receive only official mail. Junk mail will not be forwarded.

4. The Application for authority along with the certificate of good standing along with the appropriate filing fee must be submitted to the Secretary of State’s office for approval.

Upon filing with the department of state of the application for authority, the Secretary of State shall issue a filing receipt entitled "Certificate of authority of... (name of foreign limited liability company) under the Limited Liability Company Law," and the foreign limited liability company shall be authorized to do business in the state. Such authority shall continue so long as the foreign limited liability company retains its authority to do business in the jurisdiction of its formation and its authority to do business has not been surrendered, suspended or annulled in accordance with the law. A foreign limited liability company that has received a certificate of authority shall have such powers to conduct business in this state as are permitted by the laws of the jurisdiction in which it was organized but no greater than those of a domestic limited liability company; provided, that this subdivision shall not affect the powers of the foreign limited liability company outside this state; and provided, further, that a foreign related limited liability partnership (i) shall have such powers to conduct business in this state as are permitted by the laws of the jurisdiction whose laws govern the agreement under which such foreign related limited liability partnership operates but no greater than those of a partnership without limited partners operating under an agreement governed by the laws of the state.