Yes. It is possible to register a business in Texas but operate elsewhere; however, you may be forced to comply with the administrative requirements of each state you conduct business – a process known as “qualifying to do business” in the state.
The requirement to satisfy to do business in a state is determined by a number of factors. If you intend to conduct business in a state other than the one you formed your LLC or corporation, you must research the laws of the state you intend to provide your services or goods.
Every state has its rules regarding when a company can qualify as a “foreign” corporation or LLC, but they all share the same principles: companies should first qualify in a state if they conduct intra-state business there.
They may not have to qualify if the business they are conducting in the state is insignificant compared to a larger inter-state business operation. Your LLC or corporation must be authorized to conduct intra-state business in every state where it operates.
A state cannot force you to meet the requirements or pay taxes if you carry out inter-state business with other states– that is, all your business is conducted across states. For instance, if you sell and ship merchandise from Texas to residents in other states, you are engaging in interstate commerce, which is unregulated by other states.
Qualification is a registration procedure that necessitates the submission of paperwork and the payment of fees, equivalent to the processes and fees necessary for incorporating your business or forming your LLC.
You will be required to assign a registered agent– a person or company who lives in the state and accepts to receive legal papers on your behalf in the state. In different states, qualification costs can range from $100 to $500 or more.
Foreign qualification is also necessary to guarantee that foreign entities do not gain preferential treatment over domestic entities with regard to taxes. The qualification also necessitates service of process by demanding the ongoing maintenance of a registered agent.
How to Operate Somewhere Else When You Are Registered as a Business in Texas
Confirm the Availability of the Business Name
A business name availability search should be carried out in the state where you want to form the company as part of the foreign qualification process. This will ensure that the legal name (the name on the company’s formation document) is available for your company to enroll and conduct business under.
Being available implies that your proposed business name had not been registered with the secretary of the state (or another business entity filing office) as part of another foreign or even domestic business entity.
You should reserve your legal business name if it is available. This ensures that it is not taken by another entity prior to submitting your approved documents. If your preferred name is not available, your business should then apply for a “fictitious name” as made available in Florida.
Engage the Services of a Registered Agent in The State
A registered agent is an individual or corporation whose responsibility is to accept the service of process and other legal documents for the corporation, limited liability company, sole proprietorship, or other business entities which the registered agent represents as their agents.
The registered agent’s address in the state is referred to as the “registered office”. Rather than the person who owns the business, an employee, or any other individual, it is preferable to appoint a professional registered agent company.
You can be confident that somebody will be present at the registered office throughout business hours to accept the documents if you use a professional registered agent. These agents have knowledge and skills in managing documents and instantly forwarding them to those who can respond to the corporation, limited liability company, or related companies.
Order a Certificate of Fact from Texas
A good number of states will make sure your business is in good standing in the state of formation before approving the application for the certificate of authority. So also, some states will need the submission of a certificate of good standing.
You can place your order via fax, mail, email, phone, in-person, or online, but it is best to consider ordering online. The online processing will cost you $15 and it will take between 1 to 2 hours to complete the whole process. Standard processing takes up to two days, with mailing time, and it costs about $15.
Expedited service is usually expensive at $10 and it takes less than one day. A company can lose its good standing if the company fails to file annual reports or pay the required franchise taxes. If your company is not in good standing, you have to restore it by filing reports and paying the required taxes, as well as interest and penalties (if any).
File Qualification Documents
After you must have resolved the issues with the name- registered agent, and certificate of good standing, you can submit an application for a certificate of authority. The necessary documents should be prepared and filed, and the state fees paid.
In some states, it can be done online, while in other states, you can mail the documents to their office address as stated on their website. This document must include information specific to each state. Here are examples of information you would need:
- Your business or company name (you can as well add the fictitious name you can legally do business with)
- The date and state of incorporation/organization
- The address of the business in the state
- The principal address wherever located
- The name and address of the registered agent in the state you want to register the business
- The name and addresses of your management staff (for corporations) or members of the company (for LLCs)
- For a corporation, you will require the number of authorized shares and also a list of the different classifications of stock
- The type of management (for Limited Liability Companies)
- The signature of your top executive, usually the president (for corporations), or a member or manager (for limited liability companies), or a general partner for a limited partnership or limited liability partnership (LPs or LLPs)
- All the names and addresses of the directors (for corporations)
- The duration of the corporation or LLC
- For corporations, you would require the number of issued shares of stock
- Financial information, including information on assets
- You would not have specific business-purpose clauses that will outline the type of services or products the company will be involved in.
Note that the time it takes to receive state approval for a foreign qualification is not uniform when compared between different states. Most states will permit you to speed up the filing process for a fee. This can minimize the time required to run the process.
Conclusion
It is possible to register a business in Texas and conduct business in another state; however, you may be required to comply with the administrative requirements of each state that you are expected you conduct business, a process known as “qualifying to conduct your business” in that state.
If you have doubts about your specific business situation, like whether you ought to qualify or incorporate in other states, you should ask for help from your business attorney.