When you move from one house to another, you likely have checklist of things you need to take care of in the process…changing your mailing address, calling your cable TV provider, contacting your internet company. But when moving your LLC or corporation to another state, many business owners don’t know where to begin.
While there’s a lot to pay attention to, I think you’ll find it really isn’t terribly difficult when you understand how to go about it.
To operate legally in any state, corporations and LLCs must first register with the state. So, if you’re planning to move your business to a new state, you’ll need to do that.
Generally, you can handle it in one of two ways:
- Dissolve the corporation in the old state, and start it a new in the new state.
- File a foreign qualification in the second state.
Which approach is the right one for you? That will depend on whether or not your move is permanent and whether or not you’re planning to operate your business in both the existing and new states.
Dissolve The Corporation In The Old State And Start It In The New State
If you intend to permanently move to a new state with no plans to operate your business in the old state, then the least complicated approach is to close the business in your original state and register a new corporation or LLC in the new state. Specific requirements vary from state-to-state, but the typical steps of how to do it include:
- To dissolve the corporation or LLC in your previous state, file a “Certificate of Termination” or “Articles of Dissolution” document with Secretary of State there. In order for the dissolution to be approved, your company will need to be in good standing with the state—i.e., up to date on state tax payments and state filings.
- In the new state, file to form a new LLC or Corporation with the Secretary of State.
File A Foreign Qualification In The Second State
If you expect your move will be temporary or you’ll still want to conduct business in your old state, closing your business in your old state and starting a new one elsewhere wouldn’t make much sense. In either of those scenarios, you should keep your corporation or LLC registered in the original state and then file a “foreign qualification” in your new state. It’s the same approach you would take when no move is involved but you want to expand your company to another state.
Individual state requirements may vary, but typically the steps to foreign qualify involve:
- File the necessary foreign corporation paperwork with the new state’s Secretary of State. Some states refer to it as the “Statement and Designation” and others call it the “Foreign Qualification” application. Either way, you’ll find it resembles the Articles of Incorporation document you used when originally filing your corporation. Expect to provide details about your company, such as the name of your corporation, list of corporate officers, your domestic state, stock information (e.g., number of shares authorized, etc), the principle location or address you’ll be using in your new state, and your registered agent.
- You’ll probably also need to provide a Certificate of Good Standing document from your domestic state in order to foreign qualify.
Just as you would when moving from an old home to a new home, you’ll want to cross all your t’s and dot all your i’s when taking your business to a new state. Sure there’s work and some cost involved, but filing properly from the start is far less complicated and more affordable than facing the legal ramifications of operating in a state without meeting all requirements.
As with all legal matters, I recommend talking with a professional who can guide you through the process. And if you don’t want to risk mishandling (or don’t want the headaches of haggling with) the paperwork involved, consider using CorpNet.com’s services to ensure you’ve filed everything correctly. Call for a free business consultation: 888.449.2638