Doing Business in States Other Than the State of Incorporation (Minnesota Through Wyoming) discusses 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.

Written by lawyers in the states of Minnesota, Mississippi, Missouri—straight through to Wyoming—each state analysis identifies when a foreign corporation needs to qualify to do business in the state, when a state can revoke a corporation's authority to do business, and how to obtain a certificate of withdrawal from a state when a corporation ceases to do business there. This Portfolio also explains for each state: 

• the process for qualifying,
• the consequences of doing business without having qualified to do so,
• the requirements for, and mechanics of, registering the corporate name in the state, and
• the requirements for maintaining a registered agent in the state and how service of process can be made on the corporation. 

Many of the state chapters also include some discussion of the rules concerning foreign non-corporate entities (such as LLCs) doing business in states other than the state in which they were organized. 

The Worksheets include excerpts from the Model Business Corporation Act adopted in 1969, excerpts from the Model Business Corporation Act adopted in 1984, a list of the state statutes concerning foreign corporations, and contact information for each state office that handles the registration of foreign corporations.

Doing Business in States Other Than the State of Incorporation (Minnesota Through Wyoming) allows you to benefit from: 

• Hundreds of hours of original research on specific tax planning topics from leading practitioners in this area.
• Invaluable practice documents including tables, charts and lists.
• Plain-English guidance from world-class experts.
• Real-world and in-depth analysis that lets you explore various options.
• Time-saving access to relevant sections of tax laws, regulations, court cases, IRS documents and more.
• Alternative approaches to both common and unique tax scenarios.

This Portfolio is part of the Premier State Tax Library, a comprehensive series, which covers major state tax transactions and issues with expert, in-depth analysis, and offers commentary on a wide range of multi-state and state-specific taxation topics, including Sales and Use, Corporate Income, Individual Income, Property, Gross Receipts, Limitations on States' Authorities to Tax, Credits and Incentives, Electronic Commerce, Mergers and Acquisitions, Procedure and Administration, Special Industries, and more.

 

Detailed Analysis

1780.01. INTRODUCTION

1780.02. MINNESOTA

A. Introduction

B. What Constitutes Doing Business in Minnesota

C. Qualifying to Do Business in Minnesota

D. Consequences of Doing Business in Minnesota 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 Minnesota

I. Revocation of Authority to Do Business in Minnesota

J. Cancellation of Certificate of Authority to Do Business in Minnesota

K. Reinstatement

1780.03. MISSISSIPPI

A. Introduction

B. What Constitutes Doing Business in Mississippi

C. Qualifying to Do Business in Mississippi

D. Consequences of Doing Business in Mississippi 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 Mississippi

I. Revocation of Authority to Do Business in Mississippi

1780.04 MISSOURI

A. Introduction

B. What Constitutes Doing Business in Missouri

C. Qualifying to Do Business in Missouri

D. Consequences of Doing Business in Missouri Without a Certificate of Authority

E. Corporate Name of Foreign Corporations

F. Registered Office and Agent

G. Service of Process

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

I. Revocation of Authority to Do Business in Missouri

J. Reinstatement/Appeal of Revocation of Authority to Do Business in Missouri

1780.05. MONTANA

A. Introduction

B. Foreign Business Corporations

1. What constitutes doing business in Montana

2. Authority to transact business in Montana

3. Consequences of transacting business in Montana without authority

4. Corporate name

5. Registered name and office

6. Service of process

7. Withdrawal of a foreign corporation

8. Revocation of a certificate of authority

9. Derivative proceedings involving foreign corporations

10. Long-arm jurisdiction

C. Foreign Limited Liability Companies

1. Limited liability company name

2. Revocation

1780.06. NEBRASKA

A. Introduction

B. Certificate of Authority Requirement; Transacting Business

C. Effect of Transacting Business in Nebraska Without Qualification

D. Obtaining the Certificate of Authority; Qualifying to Do Business

E. Corporate Name Requirements of Foreign Corporation

F. Registered Office and Registered Agent

G. Foreign Corporation Service of Process

H. Withdrawal of Qualified Foreign Corporation

I. Revocation of Certificate of Authority; Reinstatement

J. Domestication of Foreign Corporations

1780.07. NEVADA

A. Introduction

B. What Constitutes Doing Business in Nevada

C. Qualifying to Do Business in Nevada

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

E. Registration of Names

F. Registered Agent and Service of Process

G. Jurisdiction Over Foreign Corporations

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

I. Revocation of Authority to Do Business in Nevada

1780.08. NEW HAMPSHIRE

A. Introduction

B. What Constitutes Doing Business in New Hampshire

C. Qualifying to Do Business in New Hampshire

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

E. Corporate Name Registration by a Foreign Corporation or Limited Liability Company

F. Registered Agent and Office

G. Service of Process

H. Withdrawal of Foreign Corporation or Limited Liability Company Qualified to Do Business in New Hampshire

I. Revocation of Authority to Do Business in New Hampshire

J. New Hampshire Specific Taxes

K. Leases and Notices of Leases

1780.09. NEW JERSEY

A. Introduction

B. What Constitutes Doing Business in New Jersey

C. Qualifying to Do Business in New Jersey

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

E. Requirements For Corporate Name

F. Registered Agent and Service of Process

G. Long-Arm Statutes

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

I. Revocation of Authority to Do Business in New Jersey

J. Annual Reports

K. Corporation Business Activities Reporting Act

L. Foreign Limited Partnerships

M. Foreign Limited Liability Partnerships

N. Foreign Limited Liability Companies

1780.10. NEW MEXICO

A. Introduction

B. Limitation on Types of Business

C. What Constitutes Transacting Business in New Mexico

D. Qualifying to Transact Business in New Mexico

E. Registered Agent and Office of a Foreign Corporation and Service of Process on a Foreign Corporation in New Mexico

F. New Mexico Long-Arm Statute Jurisdiction Over Foreign Corporations

G. Change of Registered Office or Registered Agent of a Foreign Corporation

H. Corporate Name of a Foreign Corporation

I. Consequences of Doing Business Without Having Qualified to Do So

J. Withdrawal of a Foreign Corporation

K. Revocation of Authority to Do Business in New Mexico

L. Foreign Limited Liability Companies in New Mexico

1780.11. NEW YORK

A. Introduction

1. Why do business as a foreign entity?

B. What Constitutes Doing Business in New York

C. Becoming Authorized to Do Business in New York

D. Use of Corporate Name

E. Effect of Obtaining Authority

1. Generally

2. Legal actions

3. Exemptions from certain Business Corporation Law provisions

F. Disclosure and Internal Affairs

1. Disclosure requirements

a. Disclosure of shareholder records

b. Voting trust records

c. Additional disclosures

2. Director and officer liability

3. Miscellaneous additional requirements

G. Amending the Application for Authority

H. Service of Process

1. Authorized corporations

2. Unauthorized corporations

I. Consequences of Doing Business Without Authorization

1. New York's 'door-closing' statute

2. Authority of attorney general to restrain business of unauthorized foreign corporation

J. Surrender and Termination of Authority

1. Voluntary surrender of authority

2. Involuntary surrender of authority

3. Termination of authority by attorney general

4. Termination of authority for tax delinquency

K. Hybrid Entities

1. Applying for authority to do business

2. Doing business without a certificate of authority

3. Governance of internal affairs

L. Professional Service Entities

1. Professional service corporations and professional service LLCs

a. Application for authority

b. Annual reporting requirements

2. Registered limited liability partnerships

3. Engaging in activity in New York without authority

4. Governance of internal affairs

M. Personal Jurisdiction Over Foreign Corporations

1. Consent to personal jurisdiction

a. Consent by contract

b. Consent by obtaining authorization to do business in New York

2. ‘Doing business' in New York

a. Soliciting business

b. Ownership of a bank account

c. Doing business through an agent or affiliate

i. ‘Mere department' test

ii. Agency test

3. Long-arm jurisdiction

a. Transacting business in New York

b. Contracting to supply goods or services in New York

c. Committing tortious acts outside New York

i. Engaging in a persistent course of conduct in New York

ii. Deriving substantial revenue from goods and services sold in New York

iii. Expectation of consequences in New York

d. Committing acts through an agent

N. Presence for Purposes of Taxation

1. The franchise tax

a. Corporations liable for the tax

b. Doing business in New York

c. Employing capital

d. Owning or leasing property

e. Maintaining an office

f. Liability due to participation in a partnership or limited partnership

2. License fee

3. Maintenance fee

1780.12. NORTH CAROLINA

A. Introduction

B. Requirement to Qualify to Transact Business

C. What Constitutes 'Transacting Business' in North Carolina

D. Consequences of Transacting Business in North Carolina Without Authority

E. Qualifying to Transact Business in North Carolina

F. North Carolina Corporate Name Requirements

G. Registered Agent and Office in North Carolina

H. Withdrawal of Foreign Corporation From North Carolina

I. Revocation of Authority to Transact Business in North Carolina

1780.13. NORTH DAKOTA

A. Introduction

B. What Constitutes Doing Business in North Dakota

C. What Is the Process to Qualify to Do Business in North Dakota

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

E. Requirements for a Corporate Name

F. Registered Agent and Service of Process

G. Long-Arm Statutes

H. Withdrawal of Foreign Corporation Qualified to Do Business in North Dakota

I. Revocation of Authority to Do Business in North Dakota

1780.14. OHIO

A. Introduction

B. Foreign Corporations Not Subject to Licensure

C. What Constitutes 'Transacting Business' in Ohio

D. Qualifying to Do Business in Ohio

1. Application for license-foreign corporation for profit

2. Application for certificate-foreign nonprofit corporation

3. Name availability

4. Designated agent

5. Issuance of license certificate

6. Temporary license

E. Changes Subsequent to Issuance of License

1. Merger or consolidation

2. Amendment to articles

3. Cancellation and reinstatement of license

4. Surrender of license

F. Consequences of Transacting Business in Ohio Without a License to Do So

1780.15. OKLAHOMA

A. Introduction

B. What Constitutes Doing Business in Oklahoma

C. Qualifying to Do Business in Oklahoma

D. Consequences of Doing Business in Oklahoma 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

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

J. Revocation of Authority to Do Business in Oklahoma

1780.16. OREGON

A. Introduction

B. What Constitutes Doing Business in Oregon

C. Qualifying to Do Business in Oregon

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

E. Requirements for Corporate Name

F. Registered Agent and Service of Process

G. Long-Arm Statutes

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

I. Revocation of Authority to Do Business in Oregon

1780.17. PENNSYLVANIA

A. Introduction

B. Foreign Corporations 'Doing Business' in Pennsylvania for State Corporate Law Purposes

1. The definition of 'doing business'

2. Qualifying to do business in Pennsylvania

3. The effect of business reorganizations

4. Consequences of doing business in Pennsylvania without having qualified

a. Access to courts

b. Validity of contracts

c. Right to own property

5. Corporate name registration by a foreign corporation

6. Registered office

7. Withdrawal of foreign corporation qualified to do business in Pennsylvania

8. Revocation of authority to do business in Pennsylvania

9. Domestication of a foreign business corporation in Pennsylvania

C. What Constitutes 'Doing Business' in Pennsylvania for State Tax Purposes

1780.18. RHODE ISLAND

A. Introduction

B. What Constitutes Doing Business in Rhode Island

C. Qualifying to Do Business in Rhode Island

D. Effect of Transacting Business Without Certificate

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 Rhode Island

I. Revocation of Authority to Do Business

1780.19. SOUTH CAROLINA

A. Introduction

B. What Constitutes Doing Business in South Carolina

1. Foreign corporations

2. Foreign limited liability partnerships

3. Foreign limited partnerships

4. Foreign limited liability companies

C. What Is the Process to Qualify to Do Business in South Carolina

1. Foreign corporations

2. Foreign LLPs

3. Foreign LPs

4. Foreign LLCs

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

1. Foreign corporations

2. Foreign LLPs

3. Foreign LPs

4. Foreign LLCs

E. Requirements for Entity Name

1. Foreign corporations

2. Foreign LLPs

3. Foreign LPs

4. Foreign LLCs

F. Registered Agent and Service of Process

1. Foreign corporations

2. Foreign LLPs

3. Foreign LPs

4. Foreign LLCs

G. Withdrawal of Foreign Business Entity Qualified to Do Business in South Carolina

1. Foreign corporations

2. Foreign LLPs

3. Foreign LPs

4. Foreign LLCs

H. Revocation of Authority to Do Business in South Carolina

1. Foreign corporations

2. Foreign LLPs

3. Foreign LPs

4. Foreign LLCs

I. Long-Arm Statute

1780.20. SOUTH DAKOTA

A. Introduction

B. South Dakota's Business Corporation Act

1. What constitutes 'doing business' in South Dakota

2. Qualifying to do business

3. Consequences of doing business without authority

4. Corporate name registration requirements

5. Registered agent, office, and service of process

a. Registered agent and office

b. Service of process

6. South Dakota's long-arm statute

7. Withdrawal of foreign corporation

8. Revocation of authority to do business in South Dakota

C. Family Farm Act of 1974: Implications for Foreign Corporations

1780.21. TENNESSEE

A. Introduction

B. Requirement for Certificate of Authority

C. Consequences of Transacting Business in Tennessee Without Authority

D. The Application for Certificate of Authority

E. Effect of Certificate of Authority

F. Corporate Name of Foreign Corporation

G. Registered Office and Registered Agent

H. Withdrawal

I. Revocation of Certificate of Authority

J. Annual Reports

1780.22. TEXAS

A. Introduction

B. Process for Qualifying to Do Business in Texas

C. What Constitutes Doing Business in Texas

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

E. Use of Corporate Names in Texas

F. Registered Agents and Long-Arm Jurisdiction in Texas

G. Withdrawal of a Corporation Qualified to Do Business in Texas

H. Revocation of Authority to Do Business in Texas

1780.23. UTAH

A. Introduction

B. What Constitutes Doing Business in Utah

C. Qualifying to Do Business in Utah

D. Consequences of Doing Business in Utah Without Authority

E. Corporate Name Registration By a Foreign Corporation

F. Each Foreign Corporation Must Maintain an Office and Have an Agent in Utah

G. Service of Process

H. Withdrawal of a Foreign Corporation

I. Revocation of Authority to Do Business in Utah

J. Appeal From Revocation

K. Domestication of Foreign Corporations

1780.24. VERMONT

A. Corporations

1. Introduction

2. Registration of foreign corporations

3. Qualifying to do business in Vermont

4. Consequences of doing business in Vermont without having qualified to do so

5. Corporate name registration by a foreign corporation

6. Registered agent and office

7. Service of process

8. Long-arm jurisdiction

9. Withdrawal of foreign corporation qualified to do business in Vermont

10. Revocation of authority to do business in Vermont

B. Foreign Limited Partnership

C. Foreign Limited Liability Partnership

D. Foreign Limited Liability Company

1780.25. VIRGINIA

A. Introduction

B. Activities That Constitute Doing Business in Virginia

C. Qualifying to Do Business in Virginia

D. Consequences of Doing Business in Virginia Without a Certificate of Authority

E. Requirements for Corporate Name

F. Annual Filing Requirements

G. Registered Office and Registered Agent Requirement

H. Long-Arm Statute

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

J. Revocation of Authority to Do Business in Virginia

K. Automatic Termination of Authority to Transact Business

L. Foreign LLCs Doing Business in Virginia

M. Annual Filings by Foreign LLCs

1780.26. WASHINGTON

A. Introduction

B. What Constitutes Transacting Business in Washington State

C. Qualifying to Transact Business in Washington

1. Effect of qualification

2. Amended certificate of authority

D. Transacting Business Without Authority

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 Washington

I. Revocation of Authority to Do Business in Washington

1780.27. WEST VIRGINIA

A. Introduction

B. Doing Business in West Virginia

C. Consequences of Doing Business Without Authority in West Virginia

D. Qualifying to Do Business in West Virginia

E. Corporate Name of a Foreign Corporation

F. Registered Agent and Office

G. Jurisdiction and Service of Process

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

I. Revocation of Authority to Do Business in West Virginia

J. West Virginia Registration Applicable to Other Types of Foreign Entities

1780.28. WISCONSIN

A. Introduction

B. What Constitutes Doing Business in Wisconsin

C. Process For Qualifying to Do Business in Wisconsin

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

E. Use of Corporate Names in Wisconsin

F. Resident Agents in Wisconsin

G. Long-Arm Jurisdiction in Wisconsin

H. Revocation of Authority to Do Business in Wisconsin

I. Other Forms of Entity

1780.29. WYOMING

A. Introduction

B. What Constitutes Doing Business in Wyoming

C. Qualifying to Do Business in Wyoming

D. Consequences of Transacting Business in Wyoming Without Authority

E. Corporate Name of Foreign Corporation

F. Registered Agent and Office

G. Service of Process on Foreign Corporations

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

I. Revocation of Authority to Do Business in Wyoming

J. Domestication of Foreign Corporations

K. Continuance of a Foreign Corporation

L. Transfer of a Corporation to a Foreign Jurisdiction

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