When does a corporation or limited liability company (LLC) need to amend its qualification to do business in a foreign state? What form or documentation does it need to file to do it? In this article, we will cover the basics for the fifty states and District of Columbia.
When to Amend
In general, when a corporation or LLC changes its name in its home jurisdiction, it is required to amend the name in each state where it is qualified to do business. Similarly, amending in all states is also required if the entity changes its jurisdiction of incorporation or formation.
Other common changes requiring an amended qualification include a change in business purpose, changes in the address of the business or principal office, and – especially for LLCs – a change in the period of duration. Changes in member(s) or manager(s) and/or changes in their addresses also frequently require amended qualifications for LLCs.
The following states require amended qualifications for both corporations and LLCs whenever any change is made to the original incorporation or formation document:
- South Dakota
- West Virginia
*For LLCs: only if the information appears on the original qualification
Arkansas requires amended qualifications for all changes only for LLCs, and then, only if the information that changed appeared on the original qualification.
In some states there are separate requirements when a change of agent is being filed, while others do allow the change of agent to be recorded in a qualification amendment.
What to File
Along with the state-provided forms or statutory-conformed documents, which vary from state to state, there is normally a requirement of evidence from the home jurisdiction. Only a few states do not require documentation from the home state for corporations, yet nearly half do not for LLCs.
The most common forms of documentation required from the domestic jurisdiction are a certified copy of the amendment filing or a Certificate of Good Standing - or of status, of existence, or the like – showing the pertinent change. Some states’ documentation requirements vary depending on what item is being amended.
An important state of note is Texas. For recently registered corporations, there is no requirement for documentation from the domestic jurisdiction. However, any corporation qualified in Texas prior to January 1, 2006, that subsequently changes its name is required to provide a certificate from its domestic jurisdiction reciting the name change.
Any changes that are made to the incorporation documents or formation documents in an entity’s home state warrant investigation in the states in which it is authorized to do business. For the final word on amending qualifications, the applicable business entity statutes and filing offices should be consulted. A search of the filing office website(s) is a good starting point for forms, statutory requirements and other key information.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.