While the thought of Facebook may conjure up images of Justin Timberlake scheming plans in sunny Palo Alto, a lot of people would be surprised to learn that they incorporated in Delaware. Facebook also had to file a Certificate of Authority in California which is different from re-incorporating in California. Instead Facebook in California is known as a “foreign” corporation. Re-incorporating would result in a second entity. Instead, it is a single Delaware domestic corporation. Potential customers commonly ask, “can I operate a Delaware corporation or LLC, from anywhere in the United States?”
The short answer, is yes, a Delaware entity can be operated from any state within the United States.
The question is what do you need to file with the other state(s) where you are doing business. This depends on your activities in those states. Generally, if you have a brick and mortar office, employees, licensing, or property in a state outside the formation state then you will need to “qualify” for authority to do business in the other state which is usually your principal place of business state (a.k.a. state of operation). Additionally, if your business requires special licensing occurring in another state or jurisdiction, you should also qualify in that state by filing a certificate of authority to do business in that state. The information about what types of activities require qualification and the forms can commonly be found on that state’s official Division of Corporations website. If requirements are not met in both the State of Delaware and the state of operation, the company may be conducting business without authority, which could result in statutory penalties from the state of operation and the inability to defend a lawsuit in the state of operation.
Commonly, what is known as “foreign qualification” entails a completed application, required document (usually a Certificate of Good Standing or certified copy of the certificate of the Articles of Incorporation from the incorporation state), state fees, and an agent address. If requirements are not met in both the state of Delaware and the state if operation, the company would not be in good standing and that may jeopardize its continued operation and liability protection.
Here at there are ways we can help with your qualification. We can:
-check the business name to see if it is available in your state of operation,
-complete your application in a timely and accurate manner,
-order a copy of the Certificate of Formation or certificate of Good Standing,
-submit an application, required fees and documents,
-obtain approval from the state of operation, and
– forward these files and accepted documents to you.
The types of activities which do not require qualification in another state involve simply selling products or services in a state without employees or an office there does not usually require qualification.
If your activities are more extensive, we can help in one of more states. Call us at 1-800-759-2248