PORTFOLIO

Doing Business in States Other Than the State of Incorporation (Alabama through Michigan) (Portfolio 1770)

Be a trusted advisor to your clients with Bloomberg BNA Tax Portfolios. In this Portfolio, our expert authors discuss when a corporation must obtain a certificate of authority and appoint a resident agent upon whom process may be served before doing business in a state other than the state in which it was incorporated. 

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DESCRIPTION

The Doing Business in States Other Than the State of Incorporation (Alabama Through Michigan) Portfolio addresses the process of qualifying to do business in a state, the penalties that could be imposed for failing to qualify, and the process for withdrawing from qualification if a corporation ceases to do business in a particular state.

The Portfolio also discusses the registration of a corporate name in a state, service of process upon foreign corporations, and when a state can revoke a foreign corporation's authority to do business in a state.


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AUTHORS

VARIOUS AUTHORS
This Portfolio was written by a team of professionals.

TABLE OF CONTENTS

Detailed Analysis

1770.01. INTRODUCTION

1770.02. ALABAMA

A. Introduction

B. What Constitutes Doing Business in Alabama

C. Qualifying to Do Business in Alabama

D. Consequences of Doing Business in Alabama Without Having Registered

E. Corporate Name Registration by a Foreign Corporation

F. Registered Agent and Office

G. Service of Process

H. Venue

I. Jurisdiction

J. Withdrawal of Foreign Corporation Qualified to Do Business in Alabama

K. Revocation of Authority to Do Business in Alabama

1770.03. ALASKA

A. Introduction

B. What Constitutes Doing Business in Alaska

1. Corporations

2. Limited Liability Companies

C. Qualifying to Do Business in Alaska

1. Corporations

2. Limited Liability Companies

D. Consequences of Doing Business in Alaska Without Having Qualified to Do So

1. Corporations

2. Limited Liability Companies

E. Name Registration by a Foreign Corporation or LLC

1. Corporations

2. Limited Liability Companies

F. Registered Agent and Office

G. Service of Process

H. Withdrawal/Cancellation of Authority to Do Business in Alaska

1. Corporations

2. Limited liability companies

I. Revocation of Authority to Do Business in Alaska

1770.04. ARIZONA

A. Introduction

B. What Constitutes Doing Business in Arizona

C. Qualifying to Do Business in Arizona

D. Consequences of Transacting Business in Arizona Without Authority

E. Corporate Name Registration by a Foreign Corporation

F. Changes in Known Place of Business or Statutory Agent

G. Service of Process

H. Withdrawal of Foreign Corporation Qualified to Transact Business in Arizona

I. Revocation of Authority to Transact Business in Arizona

1770.05. ARKANSAS

A. Introduction

B. What Constitutes Doing Business in Arkansas

C. Qualifying to Do Business in Arkansas

D. Consequences of Doing Business in Arkansas Without Having Qualified to Do So

E. Name Registration by a Foreign Business

F. Registered Agent and Office

G. Service of Process

H. Withdrawal of a Foreign Corporation Qualified to Do Business in Arkansas

I. Revocation of Authority to Do Business in Arkansas

J. Long-Arm Jurisdiction

1770.06. CALIFORNIA

A. Introduction

B. Doing Business in California

C. Qualifying to Do Business in California

D. Consequences of Doing Business in California Without Being Qualified to Do So

E. Corporate Name Registration by a Foreign Corporation

F. Pseudo-Foreign Corporations

G. General Application of California Law to Foreign Corporations

H. Long-Arm Jurisdiction

I. Withdrawal of Authority to Do Business in California

J. Foreign Limited Liability Companies

1770.07. COLORADO

A. Introduction

B. Doing Business in Colorado

C. Qualifying to Do Business in Colorado

D. Consequences of Doing Business in Colorado Without Having Qualified to Do So

E. Corporate Name Registration in Colorado

F. Registered Agent and Office

G. Service of Process

H. Withdrawal of Foreign Corporation Qualified to Do Business in Colorado

I. Delinquency of a Foreign Entity

1770.08. CONNECTICUT

A. Introduction

B. What Constitutes Doing Business in Connecticut

C. Qualifying to Do Business in Connecticut

D. Consequences of Doing Business in Connecticut Without Having Qualified to Do So

E. Corporate Name Registration by a Foreign Corporation

F. Registered Agent and Office

G. Service of Process

H. Withdrawal of Foreign Corporation Qualified to Do Business in Connecticut

I. Revocation of Authority to Do Business in Connecticut

1770.09. DELAWARE

A. Introduction

B. What Constitutes Doing Business in Delaware

C. Qualifying to Do Business in Delaware

D. Amending Qualification to Do Business in Delaware

E. Banking Limitations on and Permission to Act as Fiduciary for Foreign Corporations Doing Business in Delaware

F. Consequences of Doing Any Business in Delaware Without Having Qualified to Do So

G. Withdrawal of Foreign Corporation Qualified to Do Business in Delaware

H. The Delaware Long-Arm Statutes

I. Foreign Alternative Entities in Delaware

1770.10. DISTRICT OF COLUMBIA

A. Introduction

B. What Constitutes Doing Business in D.C.

C. Obtaining Authority to Conduct Business in D.C.

D. Maintaining Authority to Conduct Business in D.C.

1. Duty to File Two-Year Reports

2. Duty to Maintain Registered Office and Agent

3. Duty to Report Certain Changes

4. Duty to Comply With Provisions of the D.C. Act

5. Domestication

E. Voluntary Withdrawal from Authority to Conduct Business in D.C.

F. Revocation of Authority to Conduct Business in D.C.

1. In General

2. Reinstatement

G. Foreign Corporations Not Qualified to Conduct Business in D.C.

H. Fees and Forms

I. Long-Arm Jurisdiction

1770.11. FLORIDA

A. Introduction

B. What Constitutes 'Transacting Business' in Florida

C. Consequences of Doing Business in Florida Without Having Qualified to Do So

D. Application for a Certificate of Authority; Amendment

E. Annual Reports

F. Corporate Name Registration by a Foreign Corporation

G. Registered Agent and Office

H. Service of Process

I. Withdrawal of Foreign Corporation Qualified to Do Business in Florida

J. Revocation of Authority to Do Business in Florida

K. Personal Jurisdiction Under Florida's 'Long-Arm' Statute

1770.12. GEORGIA

A. Overview

B. What Constitutes 'Transacting Business' for Purposes of Qualification?

C. Obtaining a Certificate of Authority

D. Effect of a Certificate of Authority

E. Consequences of Transacting Business Without Authority

F. Corporate Name Requirements

G. Registered Office and Registered Agent

H. Service of Process on Foreign Corporation; Venue

I. Withdrawal of Foreign Corporation

J. Conversion of Foreign Corporation

K. Revocation of Certificate of Authority

L. Alien Corporations

M. Other Forms of Foreign Entities

1770.13. HAWAII

A. Introduction

B. Certificate of Authority and Transacting Business

C. Consequences of Transacting Business Without Authority

D. Application for Certificate of Authority

E. Effect of Certificate of Authority

F. Corporate Name of Foreign Corporation

G. Registered Office and Registered Agent

H. Service of Process

I. Transition Provision

J. Annual Reports

K. Withdrawal

L. Revocation of Certificate of Authority

M. Merger

N. Conversion

1770.14. IDAHO

A. Introduction

B. When a Foreign Corporation Must Seek Authorization to Take Action in Idaho

C. Obtaining and Amending a Certificate of Authority

D. Consequences of Transacting Business in Idaho Without a Certificate of Authority

E. Maintenance of a Registered Agent and Registered Office

F. Service on a Foreign Corporation Authorized to Transact Business in Idaho

G. Jurisdiction Over a Foreign Corporation Transacting Business in Idaho

H. Loss of Authorization to Transact Business in Idaho

I. Foreign Entities Other Than Foreign Corporations

1770.15. ILLINOIS

A. Introduction

B. What Constitutes Doing Business in Illinois

C. Qualifying to Do Business in Illinois

D. Consequences of Doing Business in Illinois Without Having Qualified to Do So

E. Corporate Name Registration by a Foreign Corporation

F. Registered Agent and Office

G. Service of Process

H. Long-Arm Statute Jurisdiction

I. Withdrawal of Foreign Corporation Qualified to Do Business in Illinois

J. Revocation of Authority to Do Business in Illinois

K. Limited Liability Companies

1770.16. INDIANA

A. Introduction

B. What Constitutes Transacting Business in Indiana

C. Qualifying to Do Business in Indiana

D. Consequences of Transacting Business in Indiana Without a Certificate of Authority

E. Corporate Name Requirements

F. Registered Agent and Office

G. Service of Process

H. Withdrawal of Foreign Corporation

I. Revocation of Certification by the Secretary

1770.17. IOWA

A. Introduction

B. What Constitutes Transacting Business in Iowa

C. Applying for a Certificate of Authority

D. Corporate Name of Foreign Corporation

E. Consequences of Transacting Business in Iowa Without Authority

F. Registered Office and Registered Agent

G. Service of Process on Foreign Corporations

H. Withdrawal of Foreign Corporation

I. Revocation of Certificate of Authority

J. The Iowa Long-Arm Statute

K. Foreign Limited Liability Companies

L. Foreign Limited Liability Partnerships and Limited Partnerships

1770.18. KANSAS

A. Introduction

B. Definition of a Foreign Corporation

C. Duty to Obey Laws and Policy of Kansas

D. What Constitutes Doing Business

E. Application to Do Business in Kansas

1. General Requirements

2. Professional Corporations; Special Problem for Foreign Medical Corporations

F. Enforcement and Prohibition of Transactions by Foreign Corporations in Kansas

G. Annual Filing of Foreign Corporation Fees and Reports

1. General Requirements

2. Professional Corporations

H. Consequence of Nonqualification by Foreign Corporation

I. Change or Resignation of Resident Agent

J. Surrender of Authority to Do Business

K. Kansas Taxation of Foreign Corporations

L. Amendments to Articles of Incorporation; Filings Required in Kansas

1770.19. KENTUCKY

A. Introduction

B. Foreign For-Profit Corporations

1. What Constitutes Doing Business in Kentucky

2. Qualifying to do Business in Kentucky

3. Consequences of Doing Business in Kentucky Without Having Qualified to Do So

4. Corporate Name Registration by a Foreign Corporation

5. Registered Agent and Office

6. Service of Process

7. Annual Report

8. Withdrawal of Foreign Corporation Qualified to Transact Business in Kentucky

9. Revocation of Authority to do Business in Kentucky

10. Foreign Professional Service Corporations

C. Foreign Nonprofit Corporations

D. Foreign Limited Liability Companies

E. Foreign Limited Liability Partnerships

F. Foreign Limited Partnerships

G. Foreign Business Trusts

H. Assumed Name Filings

1770.20. LOUISIANA

A. Introduction

B. Transacting Business in Louisiana Requires Certificate of Authority

C. Name of Foreign Corporation or Foreign LLC

D. Obtaining a Certificate of Authority to Transact Business in Louisiana

E. Effect of a Certificate of Authority

F. Additional Licensing Requirements

G. Consequences of Transacting Business in Louisiana Without Authority

H. Registered Agent and Office; Reports and Records

I. Service of Process

J. Withdrawal, Revocation or Suspensionof a Certificate of Authority

K. Foreign Partnerships in Louisiana

1770.21. MAINE

A. Introduction

B. What Constitutes Doing Business in Maine

C. Qualifying to Do Business in Maine

D. Consequences of Doing Business in Maine Without Having Qualified to Do So

E. Requirements for Corporate Name

F. Registered Agent and Service of Process

G. Long-Arm Statute

H. Withdrawal of a Foreign Corporation Qualified to Do Business in Maine

I. Revocation of Authority to Do Business in Maine

J. Conversion of a Foreign Corporation to a Different Type of Entity

1770.22. MARYLAND

A. Foreign Corporations

1. In General

2. What Constitutes 'Doing Business'?

3. Qualification and Registration

a. Qualification to do intrastate business

b. Registration to do interstate or foreign business

c. Other provisions

4. Mandatory Requirements

a. Reports on personal property

b. Additional requirements

5. Termination of Qualification or Registration

6. Effect of Failure to Qualify or Register

B. Foreign LLCs

1. What Constitutes 'Doing Business'?

2. Registering to do Business in Maryland

a. Registration requirements

b. Cancellation and forfeiture

c. Changes and amendments to registration

d. Other provisions

3. Mandatory Requirements

a. Reports on personal property

b. Merger of a foreign LLC

4. Effect of Doing Business Without Registration

C. Foreign Limited Partnerships

1. What Constitutes 'Doing Business'?

2. Registering to do Business in Maryland

a. Registration requirements

b. Cancellation and forfeiture

c. Changes and amendments to registration

d. Other provisions

3. Mandatory Requirements

a. Reports on personal property

b. Merger of a foreign limited partnership

4. Effect of Doing Business Without Registration

1770.23. MASSACHUSETTS

A. Introduction

B. What Constitutes Doing Business in Massachusetts

C. Consequences of Transacting Business Without Qualification

D. Qualification to Do Business in Massachusetts; Annual Reports

E. Corporate Name of Foreign Corporation

F. Registered Office and Registered Agent

G. Service on Foreign Corporation

H. Withdrawal of Foreign Corporation from Massachusetts

I. Revocation of Authority to Transact Business in Massachusetts

1770.24. MICHIGAN

A. Introduction

B. What Constitutes Doing Business in Michigan

C. Qualifying to Do Business in Michigan

D. Registered Office and Resident Agent in Michigan

E. Tax Consequences of Doing Business in Michigan

F. Revocation of Authority to Do Business in Michigan

G. Consequences of Doing Business in Michigan Without Having Qualified to Do So

H. Corporate Name Registration by a Foreign Corporation

I. Withdrawal of Foreign Corporation Qualified to Do Business in Michigan

J. When the Long Arm of the Law Matters


WORKING PAPERS

Working Papers

Item Description Sheet

Worksheet 1 Excerpts from the Model Business Corporation Act (1969) Concerning Foreign Corporations

Worksheet 2 Excerpts from the Model Business Corporation Act (1984) Concerning Foreign Corporations

Worksheet 3 List of State Statutes Concerning Foreign Corporations

Worksheet 4 State Contact Information Concerning Foreign Corporations

Bibliography

BIBLIOGRAPHY

Articles

Tax Management Portfolios

Texts and Treatises