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How can you operate your Delaware LLC in the state (outside Delaware) in which you are physically doing business? The answer is a process called Foreign Qualification.
When you file for Foreign Qualification, states typically require either a Certificate of Good Standing (GS) or a Certified Copy of the Certificate of Formation (CC) from the state of Delaware.
Most but not all states require a Certificate of Good Standing (also known as a Certificate of Existence). This document comes directly from the Delaware Division of Corporations and declares that your LLC is in good standing with the state, meaning it is in compliance and your taxes are paid.
Some states only require a Certified Copy of your Certificate of Formation. A Certified Copy is an official document, issued by the Secretary of State, which certifies the authenticity of your LLC’s corporate documents.
The infographic below illustrates which states require a Certificate of Good Standing, which ask for a Certified Copy and which states do not require either document.
We understand that Foreign Qualification can be a confusing process for some entrepreneurs. Feel free to call our experienced business formation specialists with any questions you may have about foreign qualifying your Delaware LLC.
(Mobile users: tap the image to see the full size infographic.)
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.
There are 2 comments left for Foreign Qualification: Doing Business in Other StatesTracy Mitchell Griggs said: Wednesday, March 13, 2019
This infographic is not displayed correctly on iOS - non mobile responsive design.HBS Staff replied: Wednesday, March 13, 2019
Thank you for letting us know, Tracy!Paul H. Spitz said: Thursday, March 9, 2017
Actually, Ohio does require a certificate of good standing.HBS Staff replied: Thursday, March 9, 2017
For corporations, perhaps, but not for LLCs (which is what the infographic refers to).