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Keeping the company in good standing · A term for founders abroad

What is a certificate of authority?

The document a state issues when a company formed elsewhere registers to do business there; the result of foreign qualification.

Read the explanation See the 2 questions

Checked against the IRS's instructions and the states' own rules. Reviewed by Saais Patel, compliance reviewer.

Topic
Keeping the company in good standing
Questions
2 answered
Sources
2 official
Reviewed by
Saais Patel

Term 16 of 105 in the glossary, filed under C.California Secretary of State: Form LLC-5, foreign LLC registration

01 · Explained

Certificate of authority, for a founder abroad.

A Wyoming LLC that opens premises in Florida applies to Florida for authority to do business there, with a certificate of good standing from Wyoming and a Florida registered agent. Once Florida issues a certificate of authority, the company files Florida's annual report and pays its fees alongside Wyoming's. Some states call the same thing a registration.

It's the document that comes out of foreign qualification. Doing business in a state without one can bar the company from that state's courts and bring back fees and penalties.

Sources: California Secretary of State: Form LLC-5, foreign LLC registration; Texas Secretary of State: Form 304, foreign LLC registration.

Read next · guide · 2 minForeign qualification: when a Wyoming company has to register in another state, and how
02 · Questions

What founders ask next.

Do I need a certificate of authority to sell online into a state?
Not usually. It's for doing business in the state: an office, staff, stock or property there.
What does a certificate of authority cost?
The other state's fee, from $70 in California to $750 in Texas, plus its yearly filings.

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