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One of the main reasons business owners typically incorporate is to give themselves liability protection, which puts a wall between their business and their personal lives and assets.
Delaware has been known to offer the best asset protection. When forming a Delaware company, your business is domestic to Delaware and foreign to every other state. When operating a Delaware LLC or corporation, often business owners register as a foreign entity in their home state.
Foreign Qualification is the way in which your company’s home state gives the Delaware LLC or corporation the authority to do business in a foreign state. If you own a Delaware LLC or corporation and would like to operate it in the state of Oregon, as many of the new tech companies who don’t want to be located in Silicon Valley are currently doing, there are a few steps you must complete before you can start doing business there.
Oregon, like many other states, has an application process as well as a state fee, and will require your company’s Certificate of Good Standing from Delaware. A Certificate of Good Standing proves that the company is in good standing at that current date. It is very common for this document to be requested, even if your company is brand new.
Oregon also requires that you retain a Registered Agent in the state of Oregon in order to receive annual notices and any service of process.
The Oregon Secretary of State will request the name and address of the managing member (for an LLC) or the name and address of the President (for a corporation). It will also ask for the company’s address.
Oregon’s Foreign Qualification approval process typically takes about 5-10 business days, and the documents will be sent by email as Oregon does not require original documents. The document your company will receive from Oregon, once it is approved as a foreign entity, is called a Certificate of Authority. You may need to present it in order to open a bank account in Oregon for your Delaware company
If you have additional questions about registering a Delaware company in Oregon, or are ready to get started, please email firstname.lastname@example.org or call 1-800-345-2677, Ext. 6130.
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.