Portfolio 84-1st: Doing Business in States Other Than the State of Incorporation (Alabama Through Michigan)

I. Introduction

II. 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

III. 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

IV. 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

V. 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

VI. 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

VII. 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

VIII. 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

IX. 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

X. 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. 53
1. In general
2. Reinstatement
G. Foreign Corporations Not Qualified to Conduct Business in D.C.
H. Fees and Forms
I. Long-Arm Jurisdiction

XI. Florida
A. Introduction
B. ‘Transacting Business' in Florida
C. Consequences of a Foreign Corporation Transacting Business in Florida Without a Certificate of Authority
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

XII. 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

XIII. 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

XIV. 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

XV. 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

XVI. 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

XVII. 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

XVIII. 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

XIX. 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

XX. 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 Suspension of a Certificate of Authority
K. Foreign Partnerships in Louisiana

XXI. 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

XXII. 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

XXIII. 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

XXIV. 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