50-State Surveys › Foreign LLC Registration and Qualification Requirements by State
Foreign LLC Registration and Qualification Requirements by State
When must an out-of-state LLC register to transact business in this state, which statutory safe harbors apply, what application and home-state evidence are required, and what happens if it operates without registration?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-07-27
What this survey covers
An LLC formed in one state does not automatically have authority to conduct intrastate business in every other state. The target state's foreign-LLC article usually requires a registration or certificate of authority before the LLC crosses its statutory doing-business trigger.
The difficult part is the trigger, not the form. Most statutes give a detailed list of activities that do not count as transacting business, then leave the outer boundary undefined. This survey therefore starts with those safe harbors and does not promise that a physical address, employee, customer, contract, or property fact alone always decides qualification.
How to read the table
Read “Trigger and required timing” together with “Statutory safe harbors.” A state may require registration before doing business but exclude litigation, internal meetings, bank accounts, independent-contractor sales, orders accepted outside the state, debt collection, interstate commerce, or a limited isolated transaction. If your activity is not listed, the honest answer may remain fact-specific.
Next, use the application, home-state-evidence, and name/agent columns as a filing checklist. A certificate of existence may need to be 30 days, 90 days, or six months old; another state may verify status electronically or require no separate certificate. Those differences are independent of the doing-business trigger.
Finally, read the consequence column before delaying. An unregistered LLC may be barred from maintaining its own lawsuit while still being allowed to defend, owe back fees and a civil penalty, appoint a public official for service by operation of law, or face an injunction. Later registration often cures the court-access bar, but it does not necessarily erase unrelated tax, licensing, limitations, or service consequences.
Why the dimensions stay separate
Most statutes pair a broad “before transacting business” command with a list of activities that do not trigger registration. A 30-day or one-month isolated- transaction clock is the most common fixed period. California allows 180 days, Illinois allows 120 days, and many states set no day count at all. Alabama has no ordinary activity-by-activity list, while New York names only four express categories. California Corporations Code article 8, 805 ILCS 180/45-47, and N.Y. LLC Law § 803.
Property ownership is another dividing line. Many statutes protect owning real or personal property “without more,” but Alaska, the District of Columbia, Delaware, Hawaii, Kansas, Montana, Nebraska, Rhode Island, and West Virginia do not state a general property-ownership harbor. Some of those states protect only property acquired through debt enforcement. Fla. Stat. § 605.0905 and D.C. Code § 29-105.05.
The filing columns vary independently. Texas, Pennsylvania, and Ohio require no separate home-state certificate for an ordinary filing; other states use 30-, 60-, or 90-day evidence windows, six months, or one year. Filing routes range from online-only to paper-only, and initial charges span from roughly $50 to more than $750. Tex. Bus. Orgs. Code chapter 9, 15 Pa.C.S. chapter 4, and Wyoming's current Title 17.
The most common unregistered consequence is a court-access bar that later registration cures while contracts and defense rights remain intact. Monetary rules are not uniform: some statutes state no fixed fine, while Vermont uses a $50 daily penalty capped at $10,000 per year and Wyoming adds a $5,000 penalty, 18% interest, audit expenses, and attorney fees. 11 V.S.A. § 4119 and Wyo. Stat. § 17-16-1502.
These current official-text checks support the eight dimensions above. The table reports what each statute actually excludes and requires; it does not replace state-specific advice about a novel or mixed business pattern.
Get this answered for your state
This survey compares every state side by side. Ezel applies your state's law to your specific situation and answers with citations to the statutes.
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| State | Governing law and registration term | Trigger and required timing | Statutory safe harbors | Application contents and signer | Home-state evidence | Name, agent, and local address | Filing method, fee, and effective date | Unregistered consequences and cure |
|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-07-27 | Alabama Business and Nonprofit Entities Code, Title 10A Chapter 1 Article 7; 'application for registration' filed with Secretary of State (§§ 10A-1-7.01, -7.04) |
To transact business, a foreign LLC must register. Current § 7.01(d) states a maintenance duty but cross-references (b); signed Act 495 corrects that reference to (c) Aug. 1, 2026. Trigger broadly includes any activity, for profit or not (§ 10A-1-7.01(b)–(d)) |
No activity-by-activity safe-harbor list. § 10A-1-7.02 instead exempts foreign entities outside § 7.01(c), specially authorized businesses, foreign unincorporated nonprofit associations, and specified Title 16 entities; none is an ordinary-LLC activity safe harbor |
Legal or complying Alabama name, entity type, formation jurisdiction/date, valid-existence statement, Alabama start date, principal-office street/mailing addresses, and initial registered office/agent; signed by one or more authorized persons (§ 10A-1-7.04(b), (d)) |
No separate home-state certificate stated; application itself states the LLC exists validly under its formation law (§ 10A-1-7.04(b)(5)) |
Reserve name and attach Alabama reservation certificate; noncompliant/unavailable name needs a qualifying addition or fictitious name with certified resolution. Maintain eligible agent at matching Alabama street office; solely virtual/mail-forwarding performance barred Aug. 1, 2026 (§§ 10A-1-7.01(e), -7.07, 10A-1-5.31) |
SOS LLC page directs mailing 2 original applications; $150 registration plus mandatory $25 name reservation. Registration begins when SOS files the application (§§ 10A-1-4.31, -7.01(a); SOS, accessed 2026-07-27) |
Cannot maintain Alabama case until registered; contracts/acts, defense rights, and home-law owner-liability limits preserved; consent to service, AG restraint, and after >90 days a $150 fee per delinquent year, payable before effectiveness. No separate civil-penalty schedule (§§ 10A-1-7.21 to -7.23) |
| Alaska verified 2026-07-27 | Alaska Revised LLC Act, art. 13; 'application for registration as a foreign limited liability company,' with Division form titled Certificate of Registration (AS 10.50.600–.720; Form 08-0497) |
Register with department before 'conducting affairs' in Alaska. Read with § 10.50.720; outside its inclusive safe-harbor list the Act does not define the boundary, so the result is fact-specific (§ 10.50.605) |
Proceedings/claims, member-manager meetings, bank accounts, independent contractors, outside-accepted orders, debt/security and collection, isolated transaction completed within 30 days, and interstate commerce. No express general property rule (§ 10.50.720) |
Legal/assumed name, jurisdiction and organization date, agent, home/principal office, AK purpose and activity code, managers or members, 5% owners and percentages, foreign-LLC statement; signed by home-law-authorized person (§§ 10.50.610, .615; Form 08-0497) |
Proof of organization; current form requires attached certificate of good standing or equivalent and active/good-standing attestation. No age limit stated in statute or form (§ 10.50.615(b); Form 08-0497) |
Noncompliant/unavailable legal name needs available assumed name. Continuously maintain AK-resident individual or domestic/authorized foreign corporation with business office identical to registered office; current form excludes LLC/LP/LLP agents (§§ 10.50.620, .635) |
Online or U.S. mail. Current 05/2026 form and live forms listing: $350; June 2026 regulation compilation still says $150—confirm. Online record posts immediately after payment; paper after department filing; no delayed date on form (Form 08-0497; 3 AAC 16.065(a)) |
Suit bar until registration; contracts/acts, other party's suit, defense, and member-manager shield preserved. Back fees/penalties, up to $10,000 each calendar/part-year, commissioner service, AG recovery, and possible injunction until payment/compliance (§§ 10.50.645, .675, .690–.715) |
| Arizona verified 2026-07-27 | Arizona Limited Liability Company Act, Article 9; Corporation Commission 'foreign registration statement' / registration to do business (A.R.S. §§ 29-3901 to -3912) |
Register before doing business in Arizona; beyond the listed exclusions, the outer boundary is fact-specific (A.R.S. §§ 29-3902(A), 29-3905; ACC instructions) |
11 listed exclusions (not labeled nonexclusive): proceedings, internal affairs, accounts, securities offices, independent contractors, outside-accepted orders, debt/security and collection activity, nonrepeated isolated deal (no fixed duration), property 'without more,' interstate commerce; passive member/manager status also protected (A.R.S. § 29-3905) |
Form L025: foreign/AZ name, type, formation jurisdiction/date, purpose, principal and required home address/agent, AZ agent, management structure, and managers plus ≥20% owners or all members; authorized person signs under penalty of law (A.R.S. §§ 29-3903, 29-3203; ACC form) |
Certified copy of organizational documents plus existence/good-standing or similar proof dated ≤60 days before ACC delivery; filing record must be in English (A.R.S. §§ 29-3903(C), 29-3206(A)(3); ACC instructions) |
Compliant, distinguishable LLC name or alternate name; Arizona statutory agent with AZ residence/business place and street address; signed acceptance unless agent signed the appointment, with Form M002 required for L025 (A.R.S. §§ 29-3112, 29-3115, 29-3903, 29-3906) |
ABC online recommended; paper by mail/in person, or fax with MOD account; $150 base, optional +$35 expedite / +$100 next-day / +$200 same-day / +$400 two-hour. Effective on delivery if accepted, or delayed ≤90 days (A.R.S. §§ 29-3207, 29-3213; ACC, checked July 27, 2026) |
Cannot maintain an Arizona action until registered; may defend, contracts/acts stay valid, liability shield is not waived. Attorney General may enjoin; cited enforcement provisions state no fixed civil fine or back-fee charge (A.R.S. §§ 29-3902, 29-3912) |
| Arkansas verified 2026-07-27 | Arkansas Uniform Limited Liability Company Act, Ch. 38, subch. 9; statutory 'foreign registration statement,' filed on SOS Form FL-01 as an application for certificate of registration (Ark. Code §§ 4-38-901-.913) |
A foreign LLC may not 'do business' in Arkansas until it registers with the Secretary of State. After the listed exclusions, the outer boundary is fact-specific (§ 4-38-902(a)) |
Litigation/ADR, internal affairs, financial accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, isolated transaction outside similar transactions (no day limit), property ownership without more, interstate commerce; member/manager status alone (§ 4-38-905) |
Statute: foreign/alternate name, entity type, formation jurisdiction, principal and any home-required office, Arkansas agent. FL-01 adds formation/termination dates, Arkansas office, and one officer. Authorized person/agent may sign; form uses authorized member/managing agent under perjury (§§ 4-38-203, -903; FL-01) |
Certificate of existence or similar record authorized by the home Secretary of State/records official; current FL-01 states no maximum age (§ 4-38-903; FL-01) |
Noncompliant name requires compliant alternate name; FL-01 calls it fictitious and asks for adopting resolution. Maintain consenting agent with actual Arkansas street/rural-route address and different mailing address if applicable (§§ 4-38-115, -906; 4-20-104-.105) |
SOS online filing $270 or paper FL-01 $300. Effective at SOS filing time or stated later time/date up to 90 days; paper form has no printed delayed-date field (§ 4-38-207; SOS) |
Cannot maintain AR action until registered; may defend; contracts/acts valid; liability shield preserved; owes back fees/penalties plus up to $5,000 per 12-month period or part; fallback service and AG injunction. Registration cures suit bar; injunction lasts through payment/compliance (§§ 4-38-912-.913) |
| California verified 2026-07-27 | California Revised Uniform LLC Act, Article 8; 'certificate of registration' from Secretary of State (Cal. Corp. Code §§ 17708.01-.09) |
Register before 'transacting intrastate business': repeated and successive California business transactions other than interstate/foreign commerce. Outer boundary remains fact-specific (§ 17708.03(a); SOS FAQ) |
Nonexclusive: litigation/settlement, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, ≤180-day isolated transaction, interstate commerce, and listed passive ownership/status (§ 17708.03(b)-(d)) |
Foreign/alternate name, formation jurisdiction and authority statement, worldwide and any CA principal office, agent, SOS fallback, different mailing address; signed by authorized person or agent (§§ 17708.02(a), 17702.03) |
Certificate of existence, status, good standing, or similar record signed by home-jurisdiction records official and issued within 6 months before California submission (§ 17708.02(b)) |
Noncompliant name needs qualifying alternate name; agent is CA-resident individual with street address or effective § 1505 corporation; application appoints SOS fallback (§§ 17701.08, 17701.13(c), 17708.02(a)) |
Registration – Out-of-State LLC is online-only; $70 base fee. On conformity and payment, SOS files application and issues certificate (§ 17708.04; Gov. Code § 12190(c); SOS) |
Cannot maintain CA action until certificate; may defend; no member/manager liability solely from nonregistration; SOS becomes service agent and AG may enjoin. Article 8 states no fixed civil penalty or contract-invalidity rule (§§ 17708.07, .09) |
| Colorado verified 2026-07-27 | Colorado Corporations and Associations Act, C.R.S. Title 7 Article 90 Part 8; 'Statement of Foreign Entity Authority' filed online with Secretary of State (§§ 7-90-801, -803) |
Do not transact business or conduct activities in Colorado until the statement is filed. After the nonexhaustive § 7-90-801 list, the outer boundary is fact-specific (§ 7-90-801(1), (3)) |
Nonexclusive: own proceedings/disputes; internal affairs; bank accounts; securities/owner-interest offices, trustees, or depositories; independent contractors; outside-accepted orders; borrower/lender indebtedness; mortgages/security; own debt collection; owning property without more; isolated nonrepeated deal completed within 30 days; interstate commerce. Nonprofit-only items excluded from ordinary LLC row (§ 7-90-801(2)-(3)) |
True and any assumed name, formation jurisdiction, entity form, physical principal-office street plus optional mailing address, CO agent name/street and optional mailing address, agent-consent affirmation, and Colorado commencement/expected date. At least one individual causing delivery gives name/address and makes the § 7-90-301.5 perjury affirmation; no separate officer/member signature or title field (§§ 7-90-301.5, -803; SOS form help) |
None. Section 7-90-803 and the required online form ask formation jurisdiction and entity form but do not require a certificate of existence, status, or good standing |
True or assumed name must meet record distinguishability and LLC-designator rules. Agent must consent and be CO adult with CO ID/alternative residency verification, CO good-standing domestic entity, or authorized good-standing foreign entity, with a usual CO business place; filing requires physical CO street, no P.O. box (§§ 7-90-601, -603, -701; SOS help) |
Online only; $100. Authority starts on the statement's effective date, ordinarily filing time; optional delayed date/time up to 90 days, with date-only effective at 11:59 p.m. (§§ 7-90-304, -805; SOS fee/help pages, accessed 2026-07-27) |
Cannot maintain a CO proceeding to collect debts until filing; court may stay and, after filing, may not dismiss for prior nonfiling. Acts and defenses remain valid. Owes prescribed fee up to $100 per year/part-year plus civil penalty up to $5,000; filing waits for payment; AG may recover and enjoin. Section 7-90-802 states no separate member/manager personal-liability consequence (§ 7-90-802) |
| Connecticut verified 2026-07-27 | Connecticut Uniform LLC Act, Chapter 613a; 'foreign registration certificate' filed with Secretary of the State (§§ 34-243, 34-275a-.275b) |
Must register before transacting business. Beyond the listed safe harbors, the statute does not define the outer boundary, so the remaining determination is fact-specific (§§ 34-275a(a), 34-275d) |
Proceedings; internal affairs; bank accounts; own-securities offices/trustees/depositories; independent-contractor sales; outside-accepted orders; debt, security, and secured collection; isolated nonrepeated transaction (no day limit); property ownership without more; voting equity; interstate commerce; listed passive ownership/status (§ 34-275d) |
Name/alternate name, foreign status and jurisdiction, principal and any required home office, agent acceptance, one manager/member business+residence addresses, email, NAICS; form also asks formation and CT-start dates; authorized official signs under false-statement penalty (§§ 34-275b, 34-247b; form) |
Authenticated certificate of existence or similar home-jurisdiction record required; current form says Connecticut must receive it within 90 days after issuance (§ 34-275b(b); Foreign Registration Statement rev. 1/2024) |
Noncomplying name requires Connecticut alternate name; maintain Secretary of State, CT-resident individual, or eligible domestic/qualified entity agent with CT place of business; non-SOTS agent accepts by signature (§§ 34-275e, 34-243n; form) |
Online through Business.CT.gov or paper filing; $120 base fee. Foreign registration certificate takes effect at Secretary's filing date and time, with no delayed-effective-date option (§§ 34-243u(a)(12), 34-247f; SOTS) |
Cannot maintain CT action until registered; may defend; contracts/acts valid; liability limits preserved; SOTS service. Back fees/taxes, interest and penalties; $300/month after 90-day grace; AG recovery and mandatory injunction until payment/compliance (§ 34-275a) |
| Delaware verified 2026-07-27 | Delaware LLC Act, Subchapter IX; 'application for registration' filed with Secretary of State, returned as endorsed/certified registration (6 Del. C. §§ 18-901 to -912) |
Register before 'doing business' in Delaware. Read with § 18-912 safe harbors; outside them the Act does not define the outer boundary, so the result is fact-specific (§ 18-902) |
Proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, specialized installation contract, debt/foreclosure and acquired collateral, isolated transaction with no day cap, interstate commerce, insurance-company activity, and member/manager status. No general property harbor (§ 18-912) |
Foreign/Delaware name, jurisdiction and formation date, valid-existence affirmation, specific DE business/purpose, office and agent, SOS fallback, first/intended business date; executed by authorized person (§ 18-902; Division form) |
Existence certificate issued by authorized home-jurisdiction officer no earlier than 6 months before filing; foreign-language certificate needs translator's sworn translation. Ordinary U.S. certificate needs no further authentication (§ 18-902(2)) |
Name needs LLC identifier and domestic-name eligibility; written consent may cure non-distinguishability. Maintain DE office and agent with identical business-office address; eligible resident individual or listed domestic/authorized foreign entity, but not the foreign LLC itself (§ 18-904(a)–(b)) |
Electronic document-submission service or mail; $200 base. Secretary files, dates, and endorses accepted application and returns certified copy; no delayed-registration date appears in § 18-903 or official form. Optional expedite separately available (§§ 18-903, -1105) |
Suit bar until registration plus all fees/penalties; $200 each year or part-year; contracts/acts and other party's suit valid, defense and member/manager shield preserved; Chancery injunction and SOS service. Service fee $50 through July 31, $100 Aug. 1, 2026 (§§ 18-907 to -911) |
| District of Columbia verified 2026-07-27 | D.C. Business Organizations Act, foreign-entity subchapter; signed 'foreign registration statement' filed with Mayor through DLCP, which issues Certificate of Registration (D.C. Code §§ 29-105.01 to -.12; Form FN-1) |
Register before doing business in D.C. Read with nonexclusive § 29-105.05 safe harbors; beyond them the required intra-District presence is fact-specific (§ 29-105.02(a)) |
Proceedings, internal affairs, financial accounts, securities offices, independent contractors, outside-accepted orders, debt/foreclosure and acquired property, isolated transaction with no day cap, interstate commerce, and passive interest-holder/governor status. No general property harbor (§ 29-105.05) |
Name/alternate name, entity type, jurisdiction, principal/required home office, agent, governor/address, business, D.C. start date, and >10% or control disclosures; signed by governor/authorized person with name/capacity, no notary (§§ 29-105.03, 29-102.01, 29-102.09; FN-1) |
Existence certificate issued by authorized home-jurisdiction officer no more than 90 days before filing; current FN-1 requires an original good-standing/existence certificate (§ 29-105.03(7); FN-1) |
Noncompliant name needs compliant alternate name; may use alternate, true name plus jurisdiction, or authorized assumed/fictitious name. Commercial agent, named noncommercial agent, or officer/employee position; D.C. street plus different mailing address; named appointment affirms consent (§§ 29-105.06, 29-104.03 to -.04) |
CorpOnline or paper FN-1 by mail; $220, optional expedite extra. Authority after review and Mayor filing; effective at filing or later stated time that date. No delayed registration date appears in foreign subchapter/current form (§ 29-102.03; DLCP fee/FAQ) |
Suit bar until registered; contracts/acts, defense, and formation-law shield preserved. All back fees/penalties/charges due before registration; AG recovery and injunction; possible rule-based civil fines, no fixed amount in § 29-101.06 (§§ 29-105.02, -.12) |
| Florida verified 2026-07-27 | Florida Revised LLC Act, foreign-company provisions; 'certificate of authority' from Department of State (§§ 605.0901-.0906) |
Obtain certificate before transacting business. Income-producing FL real/tangible property is an express trigger; otherwise unresolved activity beyond safe harbors is fact-specific (§§ 605.0902(1), .0905(3)) |
Nonexclusive: proceedings, internal affairs, bank accounts, securities functions, independent contractors, outside-accepted orders, debt/security activity, interstate commerce, qualifying ≤30-day isolated deal, subsidiaries, limited-partner interest, and property 'without more' (§ 605.0905) |
Name/alternate name, formation jurisdiction, principal and mailing addresses, FL agent plus acceptance, and ≥1 authorized manager/person; current form also asks FEIN and first-FL-business date; authorized signer (§§ 605.0902, .0203; Form CR2E027) |
Existence certificate or similar record, signed by the home-jurisdiction records official and dated no more than 90 days before delivery; sworn translator's translation if foreign-language (Fla. Stat. § 605.0902(2); Form CR2E027) |
Noncompliant/unavailable name requires compliant alternate name; FL registered office plus resident individual or qualifying entity agent at identical business address; written acceptance (§§ 605.0113, .0906) |
Online credit-card filing or signed PDF by mail; $100 application + $25 agent designation = $125. Authority begins when Department files compliant paid application (§§ 605.0213, .0903; Sunbiz) |
Cannot maintain FL proceeding until authority; court may stay for cure; defense and acts/contracts preserved; no status-only member/manager liability; Department service agent; back fees plus $500-$1,000 per year or part-year (§ 605.0904) |
| Georgia verified 2026-07-27 | O.C.G.A. Title 14, ch. 11, art. 7 — 'Application for Certificate of Authority' filed with the Secretary of State (§§ 14-11-702, 14-11-704) |
A foreign LLC 'transacting business' must procure authority. The safe-harbor list is expressly nonexclusive and does not define the remaining outer boundary; mixed or unlisted activity is fact-specific (§ 14-11-702) |
Proceedings; internal affairs; bank/savings/custodial/brokerage accounts; ownership-interest offices; independent contractors; outside-accepted orders with only delivery/installation locally; loans/debt/liens; debt collection; property without more; isolated transaction outside repeated like transactions; interstate/foreign commerce; permitted fiduciary service; passive ownership/control. No day count (§ 14-11-702(b)–(c)) |
Legal/proposed GA name; formation jurisdiction/date/duration; registered office county/address and agent; SOS fallback; principal office; member-list records office and undertaking; responsible manager's name/address; signed by a person authorized under home law (§ 14-11-702(a)) |
Original certificate of existence or good standing, certified by the home state or country and no more than 90 days old (current SOS foreign-entity guide) |
Qualifying name needs LLC designator and record distinguishability; a parenthetical distinguishing addition may cure conflict. Maintain a GA registered office and same-address agent: GA resident individual or eligible domestic/authorized foreign corporation or LLC (§§ 14-11-703, 14-11-705) |
SOS guide permits online or mail filing; current charge $235 ($225 statutory filing fee + $10 service charge). If the certificate issues, authority relates to application filing time (§§ 14-11-704, 14-11-1101; SOS) |
Cannot maintain GA proceeding until authorized; may defend; contracts/acts valid; owes back fees and, if still unauthorized after 30 days, $500. Formation law still governs member/manager liability; AG may restrain (§§ 14-11-701, 14-11-711–712) |
| Hawaii verified 2026-07-27 | Hawaii Uniform Limited Liability Company Act, HRS ch. 428 pt. X; 'application for certificate of authority' filed with DCCA director (§§ 428-1001 to -1009) |
Obtain authority before transacting business. Income-producing HI real or tangible personal property counts unless within a listed exclusion; other unlisted activity is fact-specific (§§ 428-1003(b), 428-1008 to -1009) |
Proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, ≤30-day isolated transaction, and interstate commerce. No general property harbor (§ 428-1003) |
Name/jurisdiction, member-and-capital-contribution-list representation, principal office, agent filing, duration, management and manager/member details, liability election, and requested additional information. Home-law-authorized person signs; attorney-in-fact allowed (§§ 428-1002, 428-205) |
Authenticated certificate of existence or similar record dated no earlier than 60 days before filing; foreign-language record needs translator's sworn attestation (§ 428-1002(b)) |
Unavailable/noncompliant name requires compliant fictitious name; written consent plus added word or court judgment can support a substantially identical name. Continuously maintain eligible agent with Hawaii business address; appointment affirms consent (§§ 428-105, -107, 428-1005; 425R-4) |
Online, email, mail, fax, or service window; current base $50 + $1 Archives fee, optional $25 expedited. HRS lists $100 but delegates fee decreases, and DCCA reduced FLLC-1 to $50. Effective at filing; no delayed initial-registration date (§§ 26-9(l), 94-8(c), 428-206, 428-1301) |
Cannot maintain HI action until authority obtained; may defend; contracts/acts valid; liability shield preserved; alternate service applies; all would-have-applied fees and penalties owed; AG may recover and restrain. No separate fixed civil-dollar penalty stated (§§ 428-1008 to -1009) |
| Idaho verified 2026-07-27 | Idaho Uniform Business Organizations Code, Title 30, Ch. 21, Part 5; 'foreign registration statement' filed with Secretary of State (§§ 30-21-501 to -512) |
Foreign LLC may not do business in Idaho until registered. After the express exclusions, the statute does not define the outer boundary, so unlisted activity is fact-specific (§ 30-21-502(a)) |
Proceedings/ADR, internal affairs, financial accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, isolated transaction outside similar transactions (no day limit), property ownership without more, interstate commerce, and passive owner/governor status (§ 30-21-505) |
Foreign/alternate name, entity type, formation jurisdiction, principal and any home-required office, Idaho agent information, and at least one governor's name/address. Entity signs; agent may sign, affirming authority; signature is under perjury penalties (§§ 30-21-503, -209; SOS form) |
Certificate of existence or similar record signed by home records official; current form accepts existence/good standing dated within 90 days and rejects articles or tax-status certificates (§ 30-21-503(b); SOS form) |
Name must be distinguishable and use an LLC identifier; noncompliant name requires alternate name. Maintain registered agent with Idaho street address and different mailing address if any; designation affirms named agent's consent (§§ 30-21-301 to -302, -402 to -404, -506) |
SOSBiz online $100; typed paper form by mail/in person $120 including $20 manual fee. Filing is recorded at delivery date/time and effective then (§§ 30-21-203, -206, -214(f); SOS) |
Cannot maintain Idaho action until registered; may defend; contracts/acts valid; liability shield preserved; AG may enjoin. No fixed back-fee or civil-penalty formula in Part 5; registration cures stated suit bar (§§ 30-21-502, -512) |
| Illinois verified 2026-07-27 | Illinois Limited Liability Company Act, Article 45 — 'Application for Admission to Transact Business' filed with the Secretary of State, Department of Business Services (805 ILCS 180/45-5) |
Admission is required before 'transacting business' in Illinois. Section 45-47's safe harbors are nonexclusive, but the Act does not define the remaining outer boundary; unlisted or mixed activity is fact-specific (§§ 45-5, 45-47) |
Nonexclusive: proceeding; internal affairs; bank accounts; securities offices; independent-contractor sales; orders accepted outside IL; property ownership without more; isolated transaction completed within 120 days outside repeated like transactions; IL-resident member/manager. No express debt-collection or interstate-commerce item (§ 45-47) |
Legal/assumed name, jurisdiction and formation date, duration, principal address, agent/office, purposes, management type, first-IL-business date if applicable, all managers and manager-authority members; authorized signer affirms under perjury (§ 45-5; Form LLC-45.5) |
Certificate of Good Standing or Existence from the home records officer, duly authenticated within the last 60 days. If the jurisdiction does not issue one, § 45-5 permits an official affidavit or other SOS-approved existence evidence |
Unavailable/noncompliant true name requires an assumed-name filing. Agent: Illinois resident individual or authorized business entity; registered office is an Illinois physical street/rural-route address matching the agent's business address—P.O. box or c/o alone is unacceptable (§§ 1-35, 45-5, 45-15; form) |
Paper Form LLC-45.5 in duplicate; $150 base fee. Current forms page lists $100 expedited service in addition, in person only. Admission begins when SOS accepts and files the application (§§ 45-5(c), 50-10; SOS) |
Cannot maintain IL civil action until admitted; may defend; contracts/acts valid; SOS becomes service agent; owes back fees plus, after 60 days, $2,000 + $100/month or fraction; AG may recover/enjoin; member not status-only liable. Admission cures court bar (§§ 45-45, 45-50) |
| Indiana verified 2026-07-27 | Indiana Uniform Business Organizations Administrative Provisions Act, IC 23-0.5-5; Secretary of State foreign registration statement / registration to do business |
Register before doing business in Indiana; foreign-regulated-entity exception. Beyond the nonexhaustive exclusions, the outer boundary is fact-specific (IC 23-0.5-5-2, -5) |
Nonexhaustive: proceedings/ADR, internal affairs, financial accounts, securities offices/trustees/depositories, independent contractors, outside-accepted orders, loans/debt/security, secured-debt collection and acquired-property care, isolated nonrepeated deal completed within 30 days, property 'without more,' interstate commerce, and passive owner/governor status (IC 23-0.5-5-5) |
Legal/alternate name, entity type, jurisdiction/date, principal-office street address, agent filing, and manager-managed statement if applicable. Authorized representative signs with name/capacity; current form verifies truth under perjury penalties (IC 23-0.5-2-1; 23-0.5-5-3; Form 56369) |
Authenticated certificate of existence or similar document from the home official; current Form 56369 requires issuance within the last 60 days (IC 23-0.5-5-3(10); Form 56369) |
Distinguishable LLC name/designator or compliant alternate name. Indiana registered agent: commercial agent name, or eligible noncommercial agent name plus Indiana street address; filing states consent or represents consent (IC 23-0.5-3-1 to -2; 23-0.5-4-1 to -3; 23-0.5-5-6) |
Electronic through INBiz or paper by hand/mail; ordinary for-profit LLC $75 electronic / $125 paper. Effective at filing or stated later time; delayed effective date/time ≤90 days (IC 23-0.5-2-1, -3; 23-0.5-9-26; Form 56369, checked July 27, 2026) |
Cannot maintain an Indiana action until registered; contracts/acts and defense rights remain; liability shield remains. Civil penalty up to $10,000 collectible by Attorney General, who may also seek injunction. Registration ends stated court bar (IC 23-0.5-5-2, -14) |
| Iowa verified 2026-07-27 | Iowa Uniform Limited Liability Company Act, Ch. 489, subch. IX; 'foreign registration statement' filed with Secretary of State (Iowa Code §§ 489.901-.912) |
A foreign LLC shall not 'do business' in Iowa until it registers. After the express exclusions, the outer boundary is fact-specific (§ 489.902(1)) |
Litigation/ADR, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, isolated transaction outside similar transactions (no day limit), owning/protecting/maintaining property, interstate commerce (§ 489.905) |
Foreign/alternate name, formation jurisdiction, principal-office street/mailing, any home-required office, Iowa agent name and street/mailing place of business; optional effective date. Foreign LLC signs through authorized person or agent (§§ 489.903, .203; Form 635_0010) |
Certificate of existence or similar record, authenticated by home-jurisdiction Secretary of State/records official, dated no earlier than 90 days before Iowa filing (§ 489.903(2)) |
Noncompliant name requires compliant alternate name. Maintain consenting agent with Iowa place of business; form requires street and any different mailing address (§§ 489.112, .115, .906) |
Fast Track online or official paper Form 635_0010; $100 base fee. Effective at SOS filing time or stated later time/date up to 90 days (§ 489.207; SOS) |
Cannot maintain Iowa court proceeding until registered; may defend; contracts/acts valid; liability shield preserved; AG may enjoin. No fixed civil penalty/back-fee formula in subch. IX; registration cures stated suit bar (§§ 489.902, .912) |
| Kansas verified 2026-07-27 | Business Entity Standard Treatment Act plus Kansas Revised LLC Act; 'application for registration' of a foreign covered entity filed with Secretary of State (K.S.A. §§ 17-7901, 17-7662, 17-7931) |
Register before doing business in Kansas. The statute does not define the outer boundary beyond its safe harbors, so unlisted activity is fact-specific (§ 17-7931) |
Nonexclusive: proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, narrow out-of-state equipment sale/installation, debt/security activity, ≤30-day isolated transaction, interstate commerce, and passive member/stockholder/limited-partner/governor status. No general property-ownership harbor (§ 17-7932) |
Name; formation jurisdiction/date; perjury good-standing statement; Kansas business/purpose and profit status; registered office/agent; irrevocable SOS-service consent; Kansas start date; executed by a governor, with Form FA requiring one authorized-person signature for an LLC (§ 17-7931; Form FA) |
No home-state certificate attachment. The application instead states under penalty of perjury that the LLC exists in good standing under home law on the filing date (§§ 17-7931(d), 17-7909; Form FA) |
Name must be distinguishable; if not, file other entity's written consent or advertise the formation jurisdiction. Maintain KS registered office and resident agent; agent may be LLC itself, KS resident, qualifying domestic entity, or KS-authorized foreign entity (§§ 17-7933, 17-7934, 17-7924 to -7925) |
Paper Form FA only; $115 current fee. SOS endorses 'Filed' with date/hour after compliant delivery and payment; that is the filing date (§§ 17-7910, 17-76,136; SOS Form FA/page) |
Cannot maintain KS action until registered and all unregistered-period fees/penalties paid; may defend; contracts/acts remain valid; no status-only member/manager liability. Form FA may require up to 10 years of catch-up reports plus one $85 penalty; AG may seek injunction (§§ 17-76,126, 17-7937; Form FA) |
| Kentucky verified 2026-07-27 | KRS Chapter 14A, Article 9; 'certificate of authority' from Secretary of State (§§ 14A.9-010, 14A.9-030) |
Must obtain certificate before transacting business. Beyond the nonexclusive safe harbors, the outer boundary is fact-specific (§ 14A.9-010(1)–(3)) |
Nonexclusive: proceedings; internal affairs; bank accounts; own-securities offices/trustees/depositories; independent-contractor sales; outside-accepted orders; debt, mortgages, security interests, and secured collection; property ownership without more; isolated nonrepeated transaction completed within 30 days; interstate commerce (§ 14A.9-010(2)–(5)) |
Real/Kentucky-use name, jurisdiction, entity form, organization date, duration, principal-office street address, Kentucky office/agent, and each manager if manager-managed; Form FBE signed by authorized representative (§ 14A.9-030; Form FBE) |
No separate home-state certificate required; execution represents valid existence under organizing law, and Form FBE includes that certification (§ 14A.9-030(2); Form FBE) |
Use Kentucky-compliant name if real name unavailable; maintain Kentucky street-address office and resident individual or domestic/qualified foreign entity agent at same address; agent signs or gives written consent (§§ 14A.9-030, 14A.4-010) |
Paper Form FBE by mail or in person; $90. Effective at date and time of filing (KRS § 14A.2-060(1)(k); Form FBE, rev. 7/25) |
LLC and covered successor/assignee cannot maintain Kentucky proceeding until certificate obtained; court may stay. $2/day civil penalty. Acts valid and defense rights preserved; § 14A.9-020 states no separate back-fee, status-only liability, fallback-service, or injunction rule |
| Louisiana verified 2026-07-27 | Louisiana Limited Liability Company Law, R.S. 12:1342–1355; 'certificate of authority' issued by Secretary of State (§§ 12:1342, 12:1346) |
No right to transact business until certificate of authority is procured. Beyond the nonexclusive § 12:1343 list, the outer boundary is fact-specific (§§ 12:1342–1343) |
Nonexclusive: proceedings/settlement, internal affairs, bank accounts, membership-interest offices/trustees/depositories, outside-accepted orders, debt/mortgage/lien creation, secured-debt collection, interstate/foreign commerce, isolated nonrepeated transaction completed within 30 days, and property acquisition/disposition outside regular business (§ 12:1343) |
Name/jurisdiction, Louisiana-use name, formation date/duration, home registered office, outside principal office, Louisiana establishment/office/agent, business nature and home-law power, plus Form 972 member/manager details; duplicate, signed by manager or member and acknowledged or authentic act (§ 12:1345; Form 972) |
Certificate of existence or good standing—not formation articles—from authorized home official, bearing original signature and dated within 90 days of submission (§ 12:1345(C)) |
Nonconforming name may add LLC/L.L.C./L.C.; unavailable name may add distinguishing term. Maintain Louisiana agent and office; each initial agent gives notarized acceptance. If no Louisiana principal establishment, agent address is deemed that address (§§ 12:1344–1345, 12:1350) |
GeauxBiz online; SOS also accepts regular/express mail and fax, but 14 named parishes must file available documents online. $150 through Sept. 30, 2026; $185 Oct. 1. Authority begins when SOS files a conforming paid application and issues certificate (§§ 12:1346, 49:222; Act 921) |
Cannot present Louisiana judicial demand until authorized; SOS certificate/authenticated copy is only proof. Contracts, defense rights, and member/manager liability limits preserved. Owes back fees/taxes plus penalties; SOS may impose up to $1,000 per violation and AG may recover. No status-only service appointment stated (§§ 12:1354–1355) |
| Maine verified 2026-07-27 | Maine Limited Liability Company Act, 31 M.R.S. ch. 21 subch. 10; 'statement of foreign qualification to conduct activities' filed with Secretary of State (§§ 1621-1629) |
Statement must be filed before conducting activities in Maine. Activities beyond the express exclusions are fact-specific (§§ 1622-1623) |
Proceedings, internal affairs, financial accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, property ownership without more, ≤30-day isolated transaction, interstate commerce, and passive organization/LP/LLC ownership (§ 1623) |
Name, jurisdiction/date, principal office, agent, foreign-LLC status, Maine purpose, each manager, commencement date, and any series disclosures. LLC-authorized person signs; agent/attorney-in-fact allowed (§§ 1622, 1676; MLLC-12) |
Certificate of existence or SOS-accepted equivalent proving valid home-jurisdiction existence, issued ≤90 days before delivery (§ 1622(2)(H); MLLC-12) |
Noncompliant/unavailable name requires compliant Maine-use or fictitious name; FICT-4 and $40 if fictitious. Registered-agent filing may name commercial agent, noncommercial agent with Maine address, or internal office/position; appointment affirms consent (§§ 1624, 1680(2); 5 M.R.S. § 105) |
Paper MLLC-12 by mail/courier; $250 base. Optional $50 next-business-day or $100 same-day service. Effective at filing unless a time or delayed date up to 90 days is stated; form has no dedicated delayed-date field (§§ 1674, 1680(19); MLLC-12) |
Cannot maintain Maine proceeding to collect its debts until effective qualification; court may stay and later filing prevents dismissal for prior lapse. $500 per year/part-year; AG recovery and injunction; acts valid, defense and liability shield preserved (§ 1629) |
| Maryland verified 2026-07-27 | Maryland LLC Act, Title 4A Subtitle 10; 'registration' with State Department of Assessments and Taxation (SDAT) (Md. Code, Corps. & Ass'ns §§ 4A-1001 to -1010) |
Register before any interstate, intrastate, or foreign business. Income-producing MD real/tangible personal property is a positive trigger unless foreclosure-safe-harbored; beyond § 4A-1009, the boundary is fact-specific (§§ 4A-1002(a), -1009) |
Nonexclusive: proceedings/settlement, internal affairs, bank accounts, isolated nonrepeated deal with no day count, and mortgage/deed-of-trust foreclosure plus acquisition, operation/rental, and sale of property acquired after default (§ 4A-1009(a)) |
Legal/MD name, formation state/date, business character, resident agent or SDAT fallback, home-state office or principal office, good-standing proof, and series status; authorized person signs. Current form also asks prior MD business and agent consent (§§ 4A-101(c), 4A-1002; SDAT form) |
Proof acceptable to SDAT of current good standing; official form requires written proof equivalent to a certificate of good standing, issued within the last 60 days (§ 4A-1002(b)(7); SDAT form) |
Any compliant MD name; LLC designator and record-level distinguishability required. Named agent may be MD-resident individual or MD corporation/LLC/LP; form requires Maryland street address, no P.O. box, and consent. If none named/unavailable, SDAT is appointed (§§ 1-101(x), 1-502, 1-504, 4A-1002(b)(4)-(5), 4A-1004) |
Paper form by mail/walk-in or Maryland Business Express online; $100 base, $50 standard expedite, 3% online service charge. Registration is recorded at SDAT's acceptance date/time (§§ 1-203(b)(3)(i), 4A-1003; SDAT) |
$200 entity penalty; LLC and claimants cannot maintain MD suit until penalty plus registration/successor compliance or complete cessation. Contracts/defense preserved; SDAT becomes service agent; each member/agent transacting business faces misdemeanor fine up to $1,000; AG may restrain (§§ 4A-1007 to -1008) |
| Massachusetts verified 2026-07-27 | Massachusetts Limited Liability Company Act, G.L. c. 156C §§ 47-54; Secretary of the Commonwealth 'application for registration' / registration |
Submit within 10 days after commencing Massachusetts business. Imported test expressly includes owning/leasing MA real estate, construction/repair, and other labor activity; both positive and exclusion lists are nonexhaustive (G.L. c. 156C § 48; c. 156D § 15.01) |
Nonexhaustive: proceedings, internal affairs, bank accounts, securities offices/trustees/depositories, independent contractors, outside-accepted orders, isolated nonrepeated deal (no fixed duration), interstate commerce, and compliant ch. 167/175 regulated activity. No debt/security or property-ownership harbor; owning/leasing MA realty is an express trigger (G.L. c. 156D § 15.01) |
FEIN; foreign/MA name; jurisdiction/date; business character; principal and any MA principal office; each manager or no-manager statement; resident agent; dissolution date; optional real-property signatories. At least one authorized person signs and swears (G.L. c. 156C § 48; 950 CMR 112.22) |
Legal-existence, good-standing, or comparable certificate from authorized home official, issued ≤90 days before submission; foreign-language evidence needs translator's sworn translation. Certified organizational certificate may replace matching application fields (G.L. c. 156C § 48; 950 CMR 112.22) |
Any name a domestic MA LLC could assume: LLC designator and not same/deceptively similar absent filed written consent. Consenting resident agent at identical MA registered-office/business-office address; eligible resident individual or listed domestic/authorized foreign entity (G.L. c. 156C §§ 3, 48, 50-51; c. 156D § 15.07) |
File electronically, by mail, personal/courier delivery, or authorized fax; $500 base. Effective when approved by the Corporations Division (950 CMR 112.09-.10, 112.22; Secretary form, checked July 27, 2026) |
Up to $500 for each year unregistered; cannot maintain an action or recover while failure continues, but may defend; contracts stay valid and member/manager liability shield remains. Secretary becomes service agent; registration ends the stated court bar (G.L. c. 156C § 54) |
| Michigan verified 2026-07-28 | Michigan LLC Act, Article 10; 'certificate of authority to transact business' issued by LARA's Corporations Bureau (Mich. Comp. Laws §§ 450.5001-.5010) |
Obtain certificate before transacting business. Section 450.5008 lists exclusions but does not define the remaining outer boundary; unlisted or mixed activity is fact-specific (§§ 450.5002, .5008) |
Nonexclusive: proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, indebtedness/security and collection, property ownership without more, ≤30-day isolated deal outside repeated like deals, and interstate commerce (§ 450.5008) |
Legal/MI assumed name, formation jurisdiction/date, home or principal office, MI office/agent, LARA fallback-service contact, and specific MI business; signer authorized under home law (§§ 450.5002, 450.4103; Form 760) |
Certificate executed by the home-jurisdiction records official stating the LLC is in good standing; dated no earlier than 30 days before LARA receives the filing (Form 760) |
Noncompliant name needs a distinguishing addition or available MI assumed name. Maintain MI registered office plus resident agent: MI-resident individual or eligible authorized entity with business office matching the registered office (§§ 450.4204, .4207) |
Form 760 online, by mail, or in person; $50 base fee. Effective when endorsed 'Filed' unless a later effective time within 90 days after delivery is stated (§§ 450.4104, .5101; Form 760) |
Cannot maintain MI action until authority; pre-dismissal qualification cures and dismissal is without prejudice. Acts/defense preserved; owes back fees plus $100-$1,000 per month, capped $10,000; participants face up to $10,000 each; AG recovery and injunction; members keep debt shield (§ 450.5007) |
| Minnesota verified 2026-07-27 | Minnesota Revised Uniform Limited Liability Company Act, Chapter 322C §§ 322C.0801-.0810; 'Certificate of Authority to Transact Business in Minnesota' filed with Secretary of State |
Obtain certificate before transacting business. Income-producing MN real/tangible personal property is affirmatively transacting business unless within the fiduciary-property safe harbor; beyond § 322C.0803 the boundary is fact-specific (§§ 322C.0802-.0803) |
Proceedings/settlement, internal affairs, bank accounts, securities offices/trustees/depositaries, holding/managing property only as listed executor/administrator/trustee/guardian/conservator, loans/indebtedness/mortgages/security, debt collection/enforcement, and isolated nonrepeated transaction completed within 30 days. List is introduced with 'including'; tax, service, and other regulation unaffected (§ 322C.0803) |
Legal and any alternate name, home jurisdiction, self-certification of compliance with home organizational law, principal-business street address, any required home-jurisdiction office street address, MN registered office/agent, official-notice email/contact, and authorized-person or authorized-agent perjury signature (§§ 322C.0203, .0802; SOS form) |
No certificate attachment. The application itself must state compliance with the formation jurisdiction's organizational laws; current form says filing certifies that compliance (§ 322C.0802(3); SOS form) |
Legal or optional/required alternate name must use LLC designator and meet distinguishability/prohibition rules. Foreign registrant must designate eligible MN-resident individual, domestic corporation/LLC, or authorized foreign corporation/LLC at identical actual MN office; P.O. box alone barred (§§ 5.36, 322C.0108, .0805) |
Mail $185; expedited online or appointment-only in person $205. Authority follows SOS filing of the application and certificate; general filing statute permits a delayed effective date/time capped at 90 days, although current paper form has no dedicated delay field (§§ 322C.0205, .0804; form revised 7/1/2025) |
Cannot maintain MN action/proceeding until certificate obtained; contracts/acts and defense rights preserved; member/manager/governor shield preserved. Secretary of State becomes service agent for MN-business claims; AG may enjoin. Sections 322C.0808-.0809 state no back-fee or fixed civil-penalty schedule; later authority removes stated court bar |
| Mississippi verified 2026-07-27 | Revised Mississippi LLC Act, Article 10; 'application for registration' filed with Secretary of State (Miss. Code §§ 79-29-1001 to -1029) |
Register before transacting business in Mississippi. The statute does not define the outer boundary beyond its safe harbors, so unlisted activity is fact-specific (§ 79-29-1003) |
Nonexclusive: proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, property ownership without more, ≤30-day isolated transaction, interstate commerce, and listed passive entity ownership (§ 79-29-1015) |
Foreign/alternate name; formation jurisdiction/date and current-existence statement; agent filing information; first/intended MS business date; required home-jurisdiction office or principal office; dissolution date if fixed; signed by authorized member, manager, or officer, with signer name/capacity/addresses (§ 79-29-1003) |
Authenticated certificate of existence or similar record from the home-jurisdiction records official; statute states no age limit, but current SOS guide requires the certificate to be dated within 6 months (§ 79-29-1003; SOS guide) |
Name must use 'limited liability company,' 'L.L.C.,' or 'LLC,' be distinguishable or authorized by consent/judgment, and avoid current prohibited terms; appoint commercial agent or give noncommercial agent's MS street/mailing address and email (§§ 79-29-1007, 79-29-109, 79-35-4 to -5) |
Register through SOS online filing system; $250 base fee. Registration is evidenced by the filed endorsement's date/time after statutory requirements and fees are satisfied (§§ 79-29-1005, 79-29-1203; SOS FAQ) |
Cannot maintain MS action until registered; may defend; contracts/acts stay valid; members not status-only liable; SOS becomes service agent; AG may restrain. Add $10/day, capped at $1,000 for each year; registration cures court bar, not accrued charge (§§ 79-29-1013, -1017, -1203) |
| Missouri verified 2026-07-27 | Missouri Limited Liability Company Act, RSMo ch. 347; Secretary of State application for registration and certificate of registration (RSMo §§ 347.151-.155) |
Register before transacting business in Missouri. Beyond the nonexclusive exclusions, the outer boundary is fact-specific (RSMo §§ 347.153.1, 347.163.5) |
Nonexclusive: proceedings/settlement, internal affairs, bank accounts, borrowing/debt/security, secured-debt collection, interstate commerce, passive LLC membership, and isolated nonrepeated deal completed within 30 days (RSMo § 347.163.5, .8, .10) |
Foreign/Missouri name, formation jurisdiction/date, purpose or business character, MO agent/office, SOS fallback, home-jurisdiction office or principal office, and evidence; manager, member, or authorized agent signs under false-filing penalties (RSMo §§ 347.153, 347.169) |
Authenticated certificate of existence or similar record from the home records official, plus current good-standing/existence certificate dated within 60 calendar days of filing (RSMo § 347.153.1(7)-(8); LLC-4) |
Use any name available to a Missouri LLC, including required LLC designator and distinguishability; Missouri registered office plus resident individual or authorized domestic/foreign corporation as agent, with identical business/office address (RSMo §§ 347.020, .030, .157) |
Online foreign-LLC filing or paper LLC-4; current form fee $105 ($100 statutory fee + $5 technology fee expiring after Dec. 31, 2026). SOS files a conforming application and returns a certificate; LLC-4 has no delayed-date field (RSMo §§ 347.155, .179, .740; SOS) |
Fine of at least $1,000 and cannot maintain a Missouri action while noncompliant; may defend, contracts/acts remain valid, and members keep the liability shield. Long-arm service applies and SOS may seek restraint; later compliance removes the stated court bar (RSMo §§ 347.163, .165) |
| Montana verified 2026-07-27 | Montana LLC Act, MCA Title 35 ch. 8 pt. 10; 'application for certificate of authority' filed with Secretary of State (§§ 35-8-1001 to -1013) |
Obtain certificate before transacting business. Except for safe-harbor activity, a Montana public contract requires authority before contracting, subject to notice/30-day and out-of-state-goods/services rules; other unlisted activity is fact-specific (§ 35-8-1001) |
Proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, qualifying debt-acquired property, ≤30-day isolated transaction, and interstate commerce; list nonexclusive. No general property harbor (§ 35-8-1001(2)-(3)) |
Name, jurisdiction, organization date/duration, principal mailing address, agent filing, managers if different from members, existence/compliance statement, and series names/agreements if any. Manager/member/fiduciary signs; attorney-in-fact allowed (§§ 35-8-204, -1003) |
No separate home-state certificate required; application states the LLC complied with formation-jurisdiction organizational law and exists there (§ 35-8-1003(7)) |
Name must comply; may add LLC identifier or file available assumed business name. Application names commercial agent or noncommercial agent with address; appointment affirms consent (§§ 35-7-105, 35-8-1009) |
Online SOS portal; $70 base + $50 per named series member. Optional $20 24-hour or $100 1-hour processing. Authority begins when SOS issues certificate; no delayed initial-authority date stated (§§ 35-8-1003, -1008; SOS fees) |
LLC/successor/assignee suit bar until authority; court may stay; $5/day civil penalty capped $1,000/year, AG collection; acts valid and defense preserved, but Montana public contract voidable. General member/manager liability shield remains (§§ 35-8-304, -1002) |
| Nebraska verified 2026-07-27 | Nebraska Uniform Limited Liability Company Act, §§ 21-155 to -163; 'application for certificate of authority' filed with Secretary of State (§§ 21-155 to -158) |
May not transact business until qualified. Income-producing NE real or tangible personal property affirmatively counts unless within a listed exclusion; other unlisted activity is fact-specific (§§ 21-155, -157(b)) |
Proceedings, internal affairs, financial accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, ≤30-day isolated transaction, and interstate commerce. No general property-ownership harbor (§ 21-157) |
Foreign/alternate name, formation jurisdiction, principal and any home-required office, Nebraska agent and addresses; form adds business/purpose and optional effective date. Authorized company person or agent may sign; form uses authorized representative (§§ 21-119, -156; SOS form) |
Original certificate of existence or similar record signed by the home records official; certified organization document is not a substitute. No certificate-age limit stated (§ 21-156(b); SOS form) |
Noncompliant name requires compliant alternate name. Agent must be a Nebraska-resident individual or another person authorized to transact business in Nebraska; application gives street/mailing addresses and any PO box (§§ 21-108, -113, -156, -159) |
Signed PDF through eDelivery: $100 + $10 certificate; written filing: $110 + $10 certificate. Effective at filing unless later time/date stated, capped at 90 days (§§ 21-121, -158, -192; SOS) |
Cannot maintain Nebraska action unless authority obtained; may defend; contracts/acts valid; liability shield preserved; AG may enjoin. No fixed back-fee or civil-penalty formula in §§ 21-162 to -163; authority cures stated suit bar |
| Nevada verified 2026-07-27 | Nevada LLC law, foreign-company provisions; 'application for registration' and SOS 'certificate of registration' (NRS §§ 86.543-.549) |
Register with the Nevada Secretary of State before 'transacting business.' After the nonexclusive exclusions, the outer boundary is fact-specific (NRS § 86.544(1)) |
Nonexclusive: litigation, internal affairs, bank/credit-union accounts, securities offices, independent contractors, outside orders, debt/security activity, property ownership without more, 30-day isolated transaction outside similar series, motion pictures, qualifying out-of-state depository activity, interstate commerce (§ 86.5483) |
Nevada/foreign names; formation jurisdiction/date; existence/good-standing declaration; agent/fallback service; home-required or principal office; every manager/managing member; records office/undertaking. Manager, managing member, or specifically authorized person signs (§ 86.544) |
No separate home-state certificate stated; application itself declares the LLC exists and is in good standing in its formation jurisdiction (§ 86.544(2)(c); SOS form) |
Nevada name must use an allowed LLC designation and be registrable domestically. Form requires commercial agent, Nevada-addressed noncommercial agent, or office/position, plus signed acceptance (§§ 86.546, 77.310; SOS form) |
Official downloadable SOS registration packet; $75 base registration fee. SOS issues the certificate after approving a conforming application and receiving required fees; current form has no delayed-effective field (§§ 86.545, 86.561) |
Willful failure: $1,000-$10,000 fine; cannot commence/maintain NV proceeding until registered; may defend; contracts/acts valid; SOS becomes service agent for Nevada-business claims; DA/AG costs and fees; AG injunction. Registration cures stated suit bar (§§ 86.548-.549) |
| New Hampshire verified 2026-07-27 | New Hampshire Revised Limited Liability Company Act, RSA ch. 304-C; 'application for registration as a foreign limited liability company' filed with secretary of state (§§ 304-C:173 to :185) |
Register before doing business in NH. Activities outside the express exclusions are fact-specific; unregistered intrastate business triggers the statutory consequences (§§ 304-C:174 to :175, :180) |
Proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, property ownership without more, ≤30-day isolated transaction, interstate commerce, and passive corporation/LP/LLC ownership (§ 304-C:174) |
Real/proposed NH name, formation jurisdiction/date, NH business nature, agent/office, good-standing affirmation, and signing manager/member name/address; current form adds optional principal/contact data. Home-law-authorized person or fiduciary signs (§§ 304-C:28, :175; FLLC-1) |
No separate home-state certificate required; application contains an affirmation that the LLC is in good standing where its formation certificate is filed (§ 304-C:175(V); FLLC-1) |
Compliant/distinguishable name or fictitious name; current form requires separate $50 trade-name filing if real name unavailable. Maintain NH registered office and eligible agent with identical NH business-office address (§ 304-C:177; FLLC-1) |
Online or original paper filing; $100 base, plus $2 for electronic payment. Effective on filing/online acceptance or stated time; delayed date up to 90 days, though FLLC-1 has no dedicated delayed-date field (§§ 5:10-a, 304-C:29, :191) |
Cannot maintain NH action until registered and all lapse-period fees paid; may defend; contracts/acts and other party's suit rights preserved; liability shield preserved. All would-have-applied fees/penalties owed; AG may recover; SOS becomes service agent. No separate fixed civil-dollar penalty stated (§§ 304-C:180, :182) |
| New Jersey verified 2026-07-28 | New Jersey Revised Uniform LLC Act, Article 8; statutory 'certificate of authority' filed with Treasury's Division of Revenue and Enterprise Services (§§ 42:2C-2, -58 to -66) |
Obtain authority before 'doing business' in NJ. After the statutory exclusions, the outer boundary remains fact-specific (§§ 42:2C-58 to -59) |
Proceedings; internal affairs; financial accounts; own-securities offices; independent contractors; outside-accepted orders; debt/security activity; collection/acquired property; nonrepeated ≤30-day isolated deal; interstate commerce. Income-producing NJ real/tangible property outside an exception is business (§ 42:2C-59) |
Name/alternate name, formation jurisdiction, principal-office and any required home-office street/mailing addresses, and NJ agent name plus street/mailing addresses. Person on whose behalf filing is delivered signs; agent/attorney-in-fact allowed (§§ 42:2C-20, -58) |
None required by § 42:2C-58: its complete application list requires formation jurisdiction and addresses but no certificate of existence, status, or good standing |
Noncompliant name requires a compliant alternate name. Maintain an NJ office and agent; agent is an NJ-resident individual or another person authorized to transact business in NJ (§§ 42:2C-14, -58, -61) |
Online through NJ Business Formation Service; DORES currently publishes $100. Effective on filing unless the record states a delayed effective date (§§ 42:2C-22, -60; Treasury, updated July 1, 2026) |
Cannot maintain NJ action unless authorized; may defend; contracts/acts and member/manager shield preserved; filing office becomes claim-specific service agent; AG may enjoin; $200 per year or part-year. Obtaining authority lifts the stated suit bar (§§ 42:2C-65 to -66) |
| New Mexico verified 2026-07-27 | New Mexico Limited Liability Company Act, Ch. 53, Art. 19; 'application for registration' filed with the Secretary of State (NMSA 1978 §§ 53-19-1, -48 to -49) |
Register before transacting business in New Mexico. Beyond the listed exclusions, the statute does not define the outer boundary, so unlisted activity is fact-specific (§ 53-19-48) |
Nonexclusive: proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, nonoperating mineral interests, property ownership without more, ≤30-day isolated transaction, interstate commerce, and passive ownership/management (§ 53-19-54) |
Signed original plus copy; true/alternate name, formation jurisdiction/date, agent and signed acceptance, SOS fallback-service appointment, home-required/principal office, foreign-LLC statement, and management identities. Signed by a person authorized under home law (§ 53-19-48) |
Certificate of good standing and compliance from the appropriate home-jurisdiction official, current within 30 days and unexpired when received (§ 53-19-48) |
May use any name meeting domestic LLC identifier and distinguishability rules. Maintain a New Mexico registered office and eligible agent; application includes the agent's separate signed acceptance (§§ 53-19-3, -5, -48, -50) |
Online filing only; $100 statutory fee. On acceptance of a compliant, paid application, SOS endorses 'filed' and the acceptance date (§§ 53-19-49, -63(K); SOS) |
Cannot maintain NM action until registered; may defend; contracts/acts remain valid; liability shield preserved; owes back fees/report penalties plus up to $200 per year or part; SOS service and AG recovery/injunction apply. Registration cures suit bar, while payment/compliance governs injunction (§§ 53-19-53, -56) |
| New York verified 2026-07-27 | NY LLC Law Article 8; 'Application for Authority' filed with Department of State, which issues a certificate-of-authority filing receipt (§§ 802, 805) |
Apply before 'doing business' in NY. Statute does not define the remaining outer boundary after its short nonexclusive safe-harbor list; fact-specific (§§ 802(a), 803) |
Only 4 express, nonexclusive categories: proceedings/settlements, member or manager meetings, bank accounts, and offices/depositaries solely for membership-interest functions. No stated isolated-transaction period; service standard separate (§ 803) |
Name/fictitious name, formation jurisdiction/date, NY office county, SOS process designation/forwarding address, home/principal office, existence statement, and home records officer; member, manager, or authorized-person signer (§ 802; Form DOS-1361-f) |
Existence certificate from the home records official, dated within 1 year; if none is issued, § 802 permits specified certified organizational records. Sworn English translation for foreign-language evidence (§ 802; DOS) |
Unacceptable name uses § 204-compliant fictitious name. SOS is mandatory process agent with forwarding address; the standard application requires no separate NY agent. It designates a NY county but says no physical NY office is required (§ 802; Form DOS-1361-f) |
Signed paper application plus evidence submitted to DOS; $250. DOS issues certificate-of-authority receipt on filing. Then 2 newspapers weekly for 6 weeks and $50 proof by day 120 or authority is suspended (§§ 802, 805; DOS) |
Cannot maintain NY action until authority; may defend; contracts/acts preserved; no status-only member/manager/agent liability; SOS service for business claims; AG may restrain. Article 8 states no fixed civil-penalty/back-fee formula (§§ 808-809) |
| North Carolina verified 2026-07-27 | North Carolina Limited Liability Company Act, Chapter 57D, Article 7 — Application for Certificate of Authority filed with the Secretary of State (§§ 57D-7-01, 57D-7-03) |
A foreign LLC may not transact business in NC until it obtains authority. The safe-harbor list is nonexclusive; the statute does not define the remaining outer boundary (§ 57D-7-01(a)–(b)) |
Proceedings/settlements; internal affairs; bank accounts or borrowing; ownership-interest transfer offices; outside-accepted orders; specified lending, foreclosure and liquidation without an NC office; secured debt collection; interstate commerce; isolated transaction completed within 6 months outside repeated similar transactions; independent contractors; property ownership (§ 57D-7-01(b)) |
Exact and any compliant NC name; formation jurisdiction; principal-office street/mailing address and county, if any; NC registered office/agent; principal officials' names, titles and business addresses. Executed by a manager or other company official; L-09 requires a listed official to sign (§§ 57D-1-20(b), 57D-7-03(a); L-09) |
Original certificate of existence or similar record, duly authenticated by the home-jurisdiction records official, less than 6 months old; photocopy not accepted. Electronic submission is available when the home state supplies an electronic certificate (§ 57D-7-03(b); SOS guidance/L-09) |
Name needs an LLC designator and record distinguishability unless statutory consent/court authorization applies; otherwise use a compliant fictitious name plus managers' resolution. Maintain an NC registered office and same-address eligible agent (§§ 55D-20–21, 55D-30, 57D-7-06; L-09) |
Submit L-09 electronically or on paper/mail. Base fee $250; online charge is $3 by credit card or $2 by ACH. Effective when filed unless a filing-time or delayed date up to 90 days is stated (§§ 55D-13, 57D-1-22(a)(21); SOS) |
Cannot maintain an NC proceeding unless authority is obtained before trial; may defend and acts remain valid. Owes back fees/taxes, interest and penalties plus $10/day capped at $1,000 per full or partial year; AG may recover or restrain. Article 7 adds no member/manager personal liability (§§ 57D-7-02, 57D-7-22) |
| North Dakota verified 2026-07-27 | North Dakota Uniform LLC Act, §§ 10-32.1-72 to -85; 'application for a certificate of authority' filed with Secretary of State, which issues the certificate (N.D.C.C. §§ 10-32.1-75 to -76) |
Obtain authority before transacting business or obtaining a state license/permit. Income-producing ND real or tangible personal property is an express trigger unless excluded; outside § 10-32.1-82 the boundary is fact-specific (§§ 10-32.1-74, -82) |
Proceedings, internal affairs, bank accounts, securities offices, fiduciary property, lending/debt/security activity, and isolated transaction completed within 30 days. No listed contractor-sales, outside-order, or interstate-commerce harbor; tax/service/other regulation excluded (§ 10-32.1-82) |
Foreign/ND name, jurisdiction, commercial or noncommercial agent, home expiration date if any, ND purpose, governors/managers and addresses, plus SOS-requested information; executed by authorized person (§ 10-32.1-75) |
Status evidence from home filing office—statute describes certificate of status and authenticated good-standing/existence certificate. No fixed age limit stated (§ 10-32.1-75) |
May use any domestic-available name; different ND name requires chapter 47-25 trade-name registration. Maintain commercial agent or named noncommercial agent and ND street/rural-route plus mailing address; appointment affirms consent (§§ 10-32.1-73, -75, -78; 10-01.1-04 to -05) |
Secretary directs registration through FirstStop; $135. SOS files application/evidence and issues certificate; record effective on filing unless delayed no more than 90 days (§§ 10-32.1-76, -86, -92(20)) |
Suit bar until authority; contracts/acts, defense, and member-manager-governor shield preserved. SOS service; entity penalty up to $5,000, participating governor/member/agent up to $1,000 each; AG recovery and injunction until penalties, interest, costs, and compliance (§ 10-32.1-84) |
| Ohio verified 2026-07-27 | Ohio Revised LLC Act, R.C. §§ 1706.51–1706.515 — 'registration as a foreign limited liability company' filed with and approved by the Secretary of State (§ 1706.511) |
The foreign LLC and its series may not transact business until SOS approves registration and the company otherwise complies. Section 1706.512 lists exclusions but does not define the remaining outer boundary; mixed or unlisted activity is fact-specific (§ 1706.511) |
Proceedings/disputes; internal affairs; bank accounts; securities offices; independent contractors; outside-accepted orders; borrower/lender debt and security activity; own-debt collection; property ownership; isolated transaction outside repeated like transactions; interstate commerce; controlling interest, limited-partner, and LLC-member status. No day count (§ 1706.512) |
Legal name and any complying assumed name; formation jurisdiction; statutory-agent name/street address and signed acceptance; ordinary foreign-LLC status. Signed by the company/person on whose behalf delivered or an agent (§§ 1706.17, 1706.511) |
None. Section 1706.511's complete ordinary-LLC filing list does not require a certificate of existence, status, or good standing |
Noncomplying name requires a complying assumed name, with no separate name registration for that qualification name. Agent must be an Ohio resident individual or eligible entity with an Ohio business address; signed acceptance and a usual place of business—not a P.O. box—are required (§§ 1706.09, 1706.513) |
File online through Ohio Business Services or use current Form 617; $99. Effective when filed unless a later time/date is stated, capped at 90 days after receipt (§§ 111.16(F), 1706.172(D); SOS) |
Debt-collection proceeding barred/stayed until registration; later registration prevents dismissal for prior noncompliance. Acts valid; defense allowed; member/agent not status-only liable. Owes an amount equal to the prescribed fee; AG may recover and court may enjoin plus interest/costs (§ 1706.515) |
| Oklahoma verified 2026-07-28 | Oklahoma Limited Liability Company Act, 18 O.S. §§ 2042–2050; statutory 'application for registration' filed with the Secretary of State (§§ 2043–2044) |
Foreign LLC must register before 'transacting business' in Oklahoma. After the nonexclusive exclusions, the outer boundary is fact-specific (§§ 2043, 2049(A)) |
Proceedings, internal affairs, bank/securities functions, independent contractors, outside-accepted orders, debt/collateral activity, interstate commerce, property-title transfer, ≤30-day isolated deal, nonoperating mineral interests; member/manager status alone. Income-producing OK property outside exceptions is business (§ 2049) |
Name and any Oklahoma name, formation jurisdiction/date, optional Oklahoma agent plus SOS fallback statement, required home office or principal office, and any eligibility information. Manager, member, or other person signs; statute says duplicate, current Form 0083 says one signed copy (§ 2043; Form 0083) |
Original certificate from the home-jurisdiction certifying officer attesting organization; current Form 0083 describes good-standing/existence/fact evidence dated within the last 60 days (§ 2043(2); Form 0083) |
Use compliant true name or manager-adopted available fictitious name. Optional added agent: OK resident individual or qualifying domestic/foreign corporation, LLC, or limited partnership, with matching street office open regular hours; SOS fallback stated (§§ 2043(3), 2045) |
Mail, in person, or online; $300. SOS files a conforming paid application and issues a certificate of registration; no delayed effective date stated (§§ 2044, 2055(10); Form 0083) |
Cannot maintain OK action until registered; may defend; contracts/acts valid; member shield preserved; SOS becomes cause-specific service agent; AG may restrain business. Registration cures suit bar; no fixed back-fee or civil-penalty formula stated (§§ 2048, 2050) |
| Oregon verified 2026-07-28 | Oregon Limited Liability Company Act foreign-LLC article; Secretary-of-State 'authority to transact business' and Form 110 application (ORS 63.701-.747) |
Foreign LLC may not transact business in Oregon until authorized. After the nonexclusive safe harbors, the outer boundary is fact-specific (§ 63.701(1), (3)) |
Nonexclusive: proceedings, internal affairs, bank accounts, own-securities offices, independent contractors, outside-accepted orders, debt/security activity, property ownership without more, nonrepeated isolated transaction completed ≤30 days, and interstate commerce (§ 63.701(2)-(3)) |
True Oregon-use name, home jurisdiction and registry number, organization date/duration, principal office, Oregon agent/office, § 63.714(3) statement, and management structure. At least one authorized signer signs under penalty of perjury (§§ 63.004, 63.707; Form 110) |
Certificate of existence or similar record, authenticated by home records official and current within 60 days; waived when the home records official provides free Internet access to searchable registration evidence (§ 63.707(2)) |
Name must satisfy § 63.717; unavailable name becomes '[true name], a limited liability company of [place of organization],' not a free-form alternate. Maintain Oregon agent and registered office; form requires an Oregon street address identical to agent's business office (§§ 63.717, 63.721; Form 110) |
File Form 110 on paper or through Oregon Business Registry online; $275 base fee. Effective on filing at stated time, or delayed ≤90 days (§§ 56.140, 63.007, 63.011; SOS form/fee schedule) |
Cannot maintain Oregon action until authorized; successor/assignee bar and possible stay; owes all missed Chapter 63 fees for each year/part. May defend, acts remain valid, members keep liability shield; no separate fixed civil fine or AG injunction in article (§ 63.704) |
| Pennsylvania verified 2026-07-27 | 15 Pa.C.S. ch. 4 — 'Foreign Registration Statement' filed with the Department of State, Bureau of Corporations and Charitable Organizations (§§ 411–412; DOS) |
A foreign LLC may not 'do business' in Pennsylvania until registered. Section 403 supplies exclusions but does not define the remaining outer boundary; unlisted or mixed activity is fact-specific (§§ 403, 411(a)) |
Litigation/ADR; internal affairs; bank accounts and securities offices; independent contractors; outside-accepted orders; obligations, liens, debt collection and acquired property; isolated transaction outside similar transactions; interstate/foreign commerce; property ownership or leasing without more; passive association participation; good-faith disaster work (§ 403) |
Name and any alternate name; association type; formation jurisdiction; principal office and any home-law-required office addresses; PA registered office; series authority; signed by the association. DOS also requires a separate docketing statement (§§ 134, 412) |
None. Section 412's complete filing list and current DOS instructions require the registration statement plus docketing statement, not a certificate of existence, status, or good standing |
A noncompliant name requires a complying alternate name. Maintain a PA registered office with an actual street/rural-route address and county, or name a commercial registered office provider; no conventional individual-agent field or acceptance is required (§§ 109, 135(c), 411(f), 414) |
File DSCB:15-412 with DSCB:15-134A through Business Filing Services or the published paper route; $250. Effective on delivery/filing unless the statement specifies a later time or delayed date (§§ 136(c), 153(a)(2); DOS) |
Cannot maintain a PA action until registered; may defend; contracts and acts remain valid; member/manager liability limits and home-law governance remain intact. Later registration cures the statutory court bar; Chapter 4 states no fixed civil penalty (§ 411(b)–(e)) |
| Rhode Island verified 2026-07-27 | Rhode Island LLC Act; 'application for registration' and Secretary-issued 'certificate of registration' (§§ 7-16-48 to -55). Replacement Article 9 starts Jan. 1, 2028 |
Register with Secretary of State before 'transacting business.' Beyond the nonexclusive safe harbors, the outer boundary remains fact-specific (§§ 7-16-49(a), -54(e)) |
Nonexclusive: proceedings/settlement, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, interstate commerce, ≤30-day isolated transaction, and listed partner/member roles. No general property-ownership harbor (§ 7-16-54(e)) |
Names, jurisdiction, formation date/duration, RI purpose, agent, home office/principal office, mailing address, member/manager management and managers, low-profit status, SOS fallback; home-law-authorized signer under perjury declaration (§ 7-16-49; Form 450) |
Certificate of Good Standing or Letter of Status from formation jurisdiction, dated within 60 days of RI filing; attach to paper form or upload PDF online. No separate certification rule stated for an ordinary U.S. LLC (Form 450) |
May register under a different § 7-16-9-compliant name; separate fictitious-name use needs a statement. Resident agent is RI-resident individual or domestic/authorized corporation, LP, or LLC, with RI street address—not P.O. box (§§ 7-16-9, -11, -51; Form 450) |
Online or Form 450 by mail/in person; $150 base, plus $6 online enhanced fee. Authority begins when SOS issues certificate, or on stated later date ≤90 days after filing (§§ 7-16-8(g), -50, -65(15); fee schedule) |
Cannot maintain RI action until registered; contracts/acts valid, defense allowed, member shield preserved, SOS appointed for business-derived claims; AG may restrain. No fixed civil penalty/back-fee formula in §§ 7-16-54 to -55 |
| South Carolina verified 2026-07-27 | South Carolina Uniform Limited Liability Company Act of 1996, Title 33 Chapter 44 Article 10; 'Certificate of Authority to Transact Business' from Secretary of State (§§ 33-44-1001 to -1009) |
Obtain authority before transacting business. Income-producing SC real or tangible personal property is affirmatively transacting business unless excluded by § 33-44-1003(a); beyond listed exclusions the outer boundary is fact-specific (§§ 33-44-1002 to -1003) |
Proceedings/settlement, internal affairs, bank accounts, securities offices/trustees/depositories, independent-contractor sales, outside-accepted orders, indebtedness/mortgages/security, secured-debt collection and acquired-property maintenance, isolated nonrepeated transaction completed within 30 days, interstate commerce, and owning only an interest in a SC LLC (§ 33-44-1003) |
Company or complying SC name, formation state/country, principal office, SC designated office, SC agent and street, specified duration if any, manager-management plus initial managers, and any member-liability election. Agent signs; member signs member-managed LLC, manager signs manager-managed LLC, with name/capacity (§§ 33-44-205, -1002; F0008) |
Authenticated certificate of existence or similar home-official record; live F0008 requires an original issued no more than 30 days before filing (§ 33-44-1002(b); F0008) |
Name needs LLC/LC designator and record distinguishability; unavailable/noncompliant real name requires fictitious name plus member/manager resolution. Maintain SC designated office and agent street; agent is SC-resident individual, domestic corporation, another LLC, or authorized foreign corporation/LLC (§§ 33-44-105, -108, -1005) |
Online Business Entities system or paper F0008; $110. Authority/application is effective when filed; general filing statute permits delayed time/date up to 90 days, although F0008 has no dedicated delay field (§§ 33-44-206, -1004, -1204; SOS forms page, accessed 2026-07-27) |
Cannot maintain SC action/proceeding until authority; contracts/acts, defense rights, and manager/member/transferee liability limits preserved. Secretary of State becomes service agent for SC-business claims; AG may restrain. Sections 33-44-1008-.1009 state no back-fee or civil-penalty schedule; later authority removes stated court bar |
| South Dakota verified 2026-07-27 | SD Revised LLC Act, article 10; 'application for certificate of authority' filed with Secretary of State, which prepares and files the certificate (SDCL §§ 47-34A-1001 to -1009) |
Obtain authority before doing business. Income-producing SD real or tangible personal property is an express trigger unless excluded; beyond § 47-34A-1003 the outer boundary is fact-specific (§§ 47-34A-1002 to -1003) |
Proceedings, internal affairs, financial accounts, securities offices, independent contractors, outside-accepted orders, debt/security and enforcement property, isolated transaction completed within 30 days, and interstate commerce. Tax/service/other regulation excluded (§ 47-34A-1003) |
Company/alternate name, formation jurisdiction, principal street/mailing addresses, required home office, series matters if applicable, and initial agent name/address; official form uses authorized-person signature, name, title, and date (§ 47-34A-1002; SOS form) |
Certificate of existence or similar record signed by the home records official; statute sets no age limit. Current paper form directs a one-page original certificate (§ 47-34A-1002(c); SOS form) |
Noncompliant name needs a compliant alternate name used in SD unless separately authorized. Initial agent filing includes SD street/mailing address; naming a commercial or noncommercial agent affirms consent (§§ 47-34A-1005, 59-11-6) |
Online or paper; $750 online, $765 paper including $15 paper fee. Accepted filing is effective at endorsed time or stated time; delayed date allowed up to 90 days, and SOS files the certificate (§§ 47-34A-206, -212, -1004) |
Cannot maintain SD action until authority obtained; contracts/acts, defense, and member-manager shield preserved. SOS service appointment and AG injunction; no fixed monetary penalty stated in §§ 47-34A-1008 to -1009 |
| Tennessee verified 2026-07-27 | Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. §§ 48-249-901 to -914; Secretary of State application for certificate of authority / certificate of authority |
Obtain the certificate before transacting business in Tennessee; after applying the nonexhaustive exclusions, the statute leaves the outer boundary fact-specific (Tenn. Code Ann. §§ 48-249-902, -904) |
Nonexhaustive: proceedings/claims/disputes, internal affairs, bank accounts, securities offices/trustees/depositories, independent contractors, outside-accepted orders, debt/security and enforcement, property 'without more,' qualifying foreclosed-property management/rental, isolated nonrepeated deal completed within 1 month, interstate commerce, and passive member/manager status (Tenn. Code Ann. § 48-249-902) |
Foreign name; jurisdiction/date; TN agent/office; principal and mailing addresses; fiscal month, business email, up to 3 NAICS entries, management, exact member count, start date, and delayed date if used. Authorized filer signs with name/capacity and form certification (Tenn. Code Ann. §§ 48-249-904, -1005; Form SS-4233) |
Authenticated certificate of existence, good standing, or similar record from the home official, dated no more than 2 months before filing; non-English evidence needs a reasonably authenticated English translation (Tenn. Code Ann. §§ 48-249-904(b), -1005(e)) |
Compliant LLC name or permitted indistinguishable/assumed-name route; Tennessee registered agent and registered office at the same street address. Form requires agent name, TN street address, county, and email (Tenn. Code Ann. §§ 48-249-903, -106, -109; Form SS-4233) |
File online, by mail, or walk-in; $50/member, $300 minimum, $3,000 maximum, plus payment convenience fee for card/e-check. Effective at filing unless a delayed time/date no later than day 90 is stated (Tenn. Code Ann. §§ 48-249-905, -1007(d), -1013; Form SS-4233, checked July 27, 2026) |
LLC, successor, and claim transferee cannot maintain a TN proceeding until authority; court may stay. Fine = 3× required filing fee for each year or part-year, paid before application. Contracts/acts and defense rights remain; liability shield remains. Attorney General may seek injunction and fees. If lapse is ≥1 year, Revenue good-standing confirmation is also required (Tenn. Code Ann. §§ 48-249-905(c), -913 to -914) |
| Texas verified 2026-07-27 | Texas Business Organizations Code ch. 9; foreign LLC is a 'foreign filing entity' filing an 'application for registration' with Secretary of State (BOC §§ 9.001, 9.004) |
Foreign LLC must register and maintain registration while 'transacting business' in Texas. Statute does not define outer boundary beyond nonexclusive safe harbors (§§ 9.001, 9.252) |
Nonexclusive 16-item list: proceedings, internal affairs, bank/securities functions, voting, independent contractors, debt/security activity, interstate commerce, ≤30-day isolated deal, estate/trust acts, mortgage servicing, mineral interests, property ownership without more, and governing-person status (§§ 9.251-.252) |
Name/type, jurisdiction/date, valid-existence certification, purpose, first/intended TX date, principal office, agent/office, governing persons, SOS fallback; Form 304 also asks FEIN. Authorized person signs under penalty (§§ 9.004, 4.001; Form 304) |
No separate home-state certificate required for ordinary Form 304; authorized signer certifies the LLC currently validly exists under formation-jurisdiction law (§ 9.004(b)(5); Form 304 item 5) |
Noncompliant name uses a Chapter 5-compliant name/assumed name; Texas-resident individual or authorized organization other than LLC, with same physical registered office and consent (§§ 9.004(b), 5.201; Form 304) |
Form 304 may be filed through SOSDirect or by paper/fax; $750. Effective on filing unless permitted ≤90-day date/event delay is stated (§§ 4.001, 4.051-.053, 4.154; Form 304) |
AG injunction; TX-business claim suit-bar until registration; contracts/defense preserved; no LLC member status-only liability. Back fees/taxes/penalties/interest plus, after >90 days, $750 × each calendar year/partial year; SOS service fallback (§§ 9.051-.054, 5.251) |
| Utah verified 2026-07-27 | Through Sept. 30, 2026: Utah Revised Uniform LLC Act, Part 9, 'foreign registration statement' filed with Division. Effective Oct. 1: Title 16, Ch. 1a, Part 5 (Utah Code §§ 48-3a-901-.912; 2026 S.B. 40) |
A foreign LLC may not 'do business' in Utah until it registers. After the listed exclusions, the outer boundary is fact-specific (§ 48-3a-902(1)) |
Litigation/ADR, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, isolated transaction outside similar transactions (no day limit), property ownership without more, interstate commerce; member/manager status alone (§ 48-3a-905) |
Foreign/alternate name, entity type, formation jurisdiction, principal-office street/mailing addresses, any home-required office, and registered-agent information; current form adds optional purpose/managers and a perjury declaration. Authorized person or agent signs (§§ 48-3a-903, -203) |
None under current statute/form through Sept. 30, 2026. Effective Oct. 1, 2026, certificate of existence or similar official record dated within 90 days is mandatory (2026 S.B. 40, new § 16-1a-504(3)) |
Noncompliant name requires a compliant Utah alternate name. Maintain a registered agent; noncommercial agent needs actual Utah street/rural-route and mailing address, and appointment affirms consent (§§ 48-3a-906, -111; 16-17-202-.203) |
Current Division route is online through UtahID; $59 base fee (FY2026). Filing is effective at Division filing time or a stated later time/date up to 90 days (§ 48-3a-206) |
Cannot maintain UT action until registered; may defend; contracts/acts stay valid; liability shield not waived solely by lapse; AG may enjoin. Part 9 states no fixed civil penalty/back-fee formula; later registration cures stated suit bar (§§ 48-3a-902, -912) |
| Vermont verified 2026-07-27 | Vermont Limited Liability Company Act, foreign-LLC subchapter; application for and Secretary-issued 'certificate of authority' (§§ 4111-4120) |
Obtain certificate before transacting business. Trigger includes each Vermont act, power, or privilege, subject to nonexclusive 'without more' safe harbors (§ 4113(a)-(c)) |
Proceedings; internal affairs; bank/securities functions; independent contractors; outside-accepted orders; debt, liens, collection, foreclosure and acquired property; owning real/personal property; isolated transaction with no day cap; interstate commerce. Nonexclusive (§ 4113(c)) |
Required: name/alternate name, formation jurisdiction, principal office, and agent name/email/address; optional principals and lawful extra matters. Authorized company person or agent signs with name/capacity and perjury affirmation (§§ 4112(a)-(b), 4025) |
Existence certificate or similar record authenticated by home-jurisdiction Secretary/records official and dated no earlier than 90 days before filing; online upload accepted (§ 4112(c); SOS guidance) |
Noncompliant name requires compliant Vermont alternate name. Agent must be a Vermont resident or authorized business with a Vermont place of business; filing gives name, email, address and attests consent (§§ 4005, 4116, 1655) |
Online preferred with no online surcharge; mail available; $155. Authority follows Secretary filing and certificate issuance; filing may state a later effective time/date, capped at 90 days (§§ 4012, 4026, 4113-4114; SOS guidance) |
Claims, counterclaims, crossclaims and affirmative defenses barred until certificate; ordinary defense, contracts and shield preserved. $50/day up to $10,000/year, back fees/other penalties, Secretary service, AG collection/injunction; successors/assignees also barred (§§ 4119-4120) |
| Virginia verified 2026-07-27 | Virginia LLC Act, Article 10; SCC 'certificate of registration' (§§ 13.1-1051-.1059) |
Obtain certificate before 'transact[ing] business' in Virginia; beyond the nonexclusive exclusions, the outer boundary is fact-specific (§§ 13.1-1051(A), 13.1-1059(C)) |
Nonexclusive 12-item list: proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, property 'without more,' ≤30-day isolated deal, <90-day out-of-state-processed film work, and specified limited-partnership service; no express interstate-commerce item (§ 13.1-1059) |
Foreign/designated name; jurisdiction and prior VA registrations; original formation date/duration; VA office/agent and qualification; SCC-clerk fallback; principal office; foreign-LLC affirmation. Signed by a home-jurisdiction-authorized constituent-document signer (§§ 13.1-1052(A), 13.1-1003(F)(3)) |
Authenticated constituent documents plus every amendment/correction—not a good-standing certificate; certification ≤12 months old. Non-English documents need a reasonably authenticated English translation (§§ 13.1-1052(B), 13.1-1003(E); SCC) |
Noncompliant/unavailable name needs a compliant designated name. Application requires a qualified VA agent and VA registered office, including street/number if any and county or city; entity agent's business office must match (§§ 13.1-1052(A)(1), (4), 13.1-1054) |
File LLC1052 online through CIS or by paper; $100 base fee and no online processing fee. Authority begins when SCC issues the certificate (§§ 13.1-1004(D), 13.1-1005(1)(b); SCC, checked July 27, 2026) |
Cannot maintain VA action until registered; successor/assignee bar too; may defend and contracts/acts stay valid. Knowing member/manager/employee: $500-$5,000 individual penalty; SCC clerk becomes service agent; AG may restrain. Registration cures court bar (§§ 13.1-1057-.1058) |
| Washington verified 2026-07-27 | Washington Uniform Business Organizations Code, Article 5; Secretary of State 'foreign registration statement' / registration to do business (RCW 23.95.500-.555) |
Register before 'do[ing] business' in Washington; beyond the nonexclusive exclusions, the outer boundary is fact-specific (RCW 23.95.505(1), .520(1)) |
Nonexclusive: proceedings, internal affairs, accounts, securities offices, independent contractors, outside-accepted/no-local-performance orders, debt/security activity, ≤30-day isolated deal, property 'without more,' interstate commerce, approved foreign campus activity, WA remote worker alone, and passive interest-holder/governor status (RCW 23.95.520) |
Name/alternate name, type, jurisdiction, principal and required home-office addresses, agent filing, governors, formation date/duration, WA business/purpose, and first/intended business date; authorized signer states name/capacity, no notarization required (RCW 23.95.200(1), .510(1)) |
Authenticated certificate of existence or similar record issued ≤60 days before submission. Online filing may upload an image but must retain the original and provide it within 10 business days on demand (RCW 23.95.510(2); WAC 434-112-070) |
Compliant, distinguishable LLC name; statutory consent/change undertaking can resolve a conflict, otherwise use alternate name. Commercial agent or consenting noncommercial individual/entity/office-position with WA street address; consent filed with appointment (RCW 23.95.300, .305(5), .415, .525) |
File online through CCFS or by paper; $180 base, online processing fee extra, optional 3-working-day expedite +$100. Effective when filed/processed or on delayed date ≤90 days (RCW 23.95.210; SOS/WAC, checked July 27, 2026) |
Cannot maintain WA action until registered and back fees/penalties paid; successor/assignee bar and court stay; may defend, contracts/acts valid, liability shield not waived. AG may enjoin; no separate fixed civil fine in Article 5 (RCW 23.95.505, .555) |
| West Virginia verified 2026-07-27 | West Virginia Uniform Limited Liability Company Act, Ch. 31B, Art. 10; 'application for certificate of authority' filed with Secretary of State (§§ 31B-10-1001 to -1009) |
Obtain certificate before transacting business. Income-producing WV real or tangible personal property counts unless within a listed exclusion; other unlisted activity is fact-specific (§ 31B-10-1003(b)) |
Proceedings, internal affairs, bank accounts, securities offices, independent contractors, outside-accepted orders, debt/security activity, ≤30-day isolated transaction, interstate commerce, qualifying out-of-state-worker withholding, and nonoperating corporate-stock ownership. No general property harbor (§ 31B-10-1003) |
Name/jurisdiction, principal office, authorized members, optional WV office/agent, term, management and managers, member-liability election, purpose, email; current form adds ordinary contact/effective-date fields. Manager, member, fiduciary, or attorney-in-fact signs with name/capacity (§§ 31B-2-205, 31B-10-1002; LLF-1) |
Certificate of existence or similar record authenticated by home records official; current LLF-1 requires existence/good-standing certificate dated during current tax year (§ 31B-10-1002(b); LLF-1) |
Unavailable/noncompliant name requires compliant fictitious name plus member/manager resolution. WV designated office and process agent are optional; eligible agent is WV resident or qualifying domestic/foreign entity, with SOS fallback if none/unfindable (§§ 31B-1-105, -108, -111; 31B-10-1005) |
One Stop portal or original paper LLF-1; $150 fee. LLF-1 prints a veteran waiver, but current § 59-1-2(j) limits that exemption to domestic-formation fees, not the foreign-LLC fee. Effective at filing or stated later time/date up to 90 days (§§ 31B-2-206, 59-1-2; LLF-1) |
Cannot maintain WV action until certificate obtained; may defend; contracts/acts valid; liability shield preserved; SOS service and AG restraint apply. No fixed back-fee or civil-penalty formula in Art. 10; authority cures stated suit bar (§§ 31B-10-1008 to -1009) |
| Wisconsin verified 2026-07-27 | Wisconsin Uniform Limited Liability Company Law, Chapter 183 subchapter IX; 'registration to do business' by foreign registration statement filed with Department of Financial Institutions (DFI) (§§ 183.0901-.0903; Form 521) |
A foreign LLC may not do business in Wisconsin until registered. After the complete § 183.0905 exclusions, the statute does not define the outer boundary, so an unlisted activity is fact-specific (§ 183.0902(1)) |
Proceedings/ADR/settlement, internal affairs, financial accounts, securities offices, independent-contractor sales, outside-accepted orders, indebtedness/security, secured-debt collection and property maintenance, isolated nonrepeated transaction with no day count, owning property without more, interstate commerce, and passive member/manager status; list does not decide tax, service, or other regulation (§ 183.0905) |
Company and any fictitious name, foreign-LLC affirmation, governing-law jurisdiction, principal-office street/mailing addresses, any required home-jurisdiction office addresses, WI registered office and agent name/email, and prior WI business; company-authorized person signs. Mandatory Form 521 also asks filing contact (§ 183.0903; Form 521) |
None. Section 183.0903 and mandatory Form 521 require the formation jurisdiction and specified addresses but no certificate of existence, status, or good standing |
Name needs LLC/LC designator and record distinguishability; otherwise adopt and use a compliant fictitious name. Maintain consenting agent with email at actual WI street office, not solely P.O. box/mailbox/answering service; eligible resident individual or qualifying domestic/authorized foreign entity (§§ 183.0112, .0115, .0906) |
Mandatory paper Form 521 by mail or DFI online filing; $100 base, optional $100 next-day expedite. Optional delayed effective date/time may be up to 90 days after receipt; otherwise effective at close of business on receipt date (Form 521; DFI fee table, accessed 2026-07-27) |
Cannot maintain WI action until registered; contracts, acts, property title, defenses, and member/manager liability shield remain. For each year/part-year: all missed registration/report fees plus 50% of that amount or $5,000, whichever is less; DFI cannot register until paid, AG may enforce payment and seek injunction. Later paid registration removes the stated court bar (§§ 183.0902, .0912) |
| Wyoming verified 2026-07-27 | Wyoming LLC Act applies Business Corporation Act foreign-qualification article; Secretary-issued 'certificate of authority' (§§ 17-29-114, 17-16-1533) |
Obtain certificate before transacting business. Read with nonexhaustive safe harbors; activity beyond them is fact-specific (§ 17-16-1501(a)-(c)) |
Proceedings; internal affairs; bank/securities functions; independent contractors; outside-accepted orders; debt/liens/collection; owning property without more; isolated transaction completed within 30 days and not repeated; interstate commerce; organizer/member/manager duties. Nonexhaustive (§ 17-16-1501(b)-(d)) |
Name, jurisdiction, organization date/duration, mailing/principal addresses, agent/office, Wyoming-constitution acceptance, Wyoming start date, e-service consent, contact/email; member, manager, or authorized person signs; separate signed agent consent (§§ 17-16-1503, 17-16-1533; official FLLC form) |
Original existence/good-standing certificate authenticated by home-jurisdiction Secretary/records official and dated no more than 60 days before Wyoming filing (§ 17-16-1503(b); official FLLC form) |
LLC identifier and distinguishability required; unavailable true name needs Use of Fictitious Name form. Agent signs consent and uses Wyoming physical street office; entity and agent maintain email; optional different mailing address (§§ 17-29-108, 17-28-101; official FLLC form) |
Paper application mailed to Secretary; not marked electronic on current fee schedule; $150; no expedited filing. Authority begins when certificate issues; current form has no delayed effective-date field (§ 17-16-1505; official form/June 2026 fee schedule) |
Suit bar for entity/successor/assignee until certificate; court may stay. Back fees/license taxes + 18% interest, $5,000 penalty, audit and attorney expenses; SOS may withhold certificate until paid; AG collection. Acts and defense preserved; no member/manager personal-liability penalty stated (§ 17-16-1502) |
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