How to Foreign Register in New States

Companies must register with the Secretary of State (or equivalent department) for each state they do business in. The definition of “doing business” varies by state, but the process of registering is similar from state to state. This process is typically called foreign registration, foreign qualification, or registering to do business.

There are four basic steps:

1. The foreign registration filing itself
2. Providing proof of good standing in your domestic jurisdiction
3. Appointing a Registered Agent
4. Meeting ongoing filing requirements

The foreign registration filing itself

Every state has some form of one-time foreign registration filing. In California, for Corporations, this filing is called the Statement and Designation by Foreign Corporation. 

Most foreign registration filings look broadly similar - they ask for basic information about the business, e.g. address, director and officer, and Registered Agent information.

Proof of good standing in your domestic jurisdiction

In order to register in a new state, you typically need to prove that your company is in good standing in its domestic jurisdiction, which is usually the state where you formed your company (unless you re-domesticated).

Proving good standing usually requires requesting a Certificate of Good Standing (or similar) from your domestic state. Some states, like Nevada, require more detailed proof.

Registered Agent service

Whenever you register in a new state, you must appoint a Registered Agent. Registered Agents provide physical addresses for you to receive Service of Process and state notices for your company.

Ongoing filing requirements

After foreign registration, most states have some form of ongoing filing requirements, usually some combination of periodic reporting and potentially franchise taxes.

These vary by state, both in terms of requirements and due dates. Whenever you foreign register in a new state, it makes sense to research and set reminders for ongoing filing requirements.

Publication requirements

Some states, like New York, also have a “publication requirement”, which means you may have to publish, in a physical newspaper, details of your new state registration.

Processing time

Each state may offer different levels of expedite if you’re in a hurry. In some states, it’s a no-brainer. New York for example, has at times taken months to process foreign registrations, but they can be 24 hour expedited for $25.

Doing a foreign registration on your own versus using Discern

It’s possible to foreign register in new states on your own, here’s exactly how:

• Research the foreign registration filing requirements for your preferred state
• Find out and complete the foreign registration filing for that state
  
  • Appoint a Registered Agent
  • Get a Certificate of Good Standing from your domestic state
• Research ongoing filing requirements for the new state
  
  • Create reminders in some kind of calendar so that you don’t forget them
• Store all of the evidence and documents you get back from the state somewhere safe
• Add this state registration to a tracking document so that you don’t lose its details

Discern makes foreign registration easy:

• Click New Filing > New Foreign Registration
• Complete your foreign registration filing digitally in Discern, which will be pre-filled with any information you’ve previously provided to Discern
• That’s it. Discern will:
  
  • Automatically file and get any required Certificate of Good Standing
  • Automatically provide Registered Agent service
  • Automatically track your ongoing secretary of state filing requirements, and notify you when they are due
  • Allow you to file annual report and some franchise taxes can be filed directly out of Discern
  • All documents and details of your state registrations are automatically stored and available at any time in Discern

The cost of Foreign Registration

There are three different costs involved in a foreign registration. Here's how it works in Discern for example:

1. The foreign registration filing itself costs $99 + state fees, one-time
2. A certificate of good standing request costs $50 + state fees, one-time
3. Registered Agent fees and Annual Report filing service costs $350 per state registration, per year

Ready to automate the foreign registration process? Book a demo with Discern to get started.