How Does A Foreign OR Out of State Business To Do Business in Another State?

A foreign corporation may apply for a certificate of authority to transact business in the State by filing an application with the Division of Business Services or like agency.  The application requires:

    * The name of the corporation and, if different, the name under which the certificate of authority is to be obtained;
    * The state or country of incorporation;
    * The date of incorporation (month, day, year);
    * The period of duration if other than perpetual;
    * The street address, including zip code, of its principal office;
    * The street address, including zip code, of its registered office in state, the county in which the office is located, and the name of its registered agent at that office;
    * The names and business addresses, including zip codes, of the current officers of the business;
    * The names and business addresses, including zip codes, of the current members of the board of directors;
    * A statement that the corporation is for-profit;
    * The delayed effective date/time, if the document is not to be effective upon filing with the Division of Business Services; and
    * The signature of the applicant, the signerís name typed or printed, and the capacity of the signer.

The application must be accompanied by an original Certificate of Existence (often referred to as a Certificate of Good Standing) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country of incorporation. This certificate may not be more than two months old when received by the Division of Business Services.

Additional requirements for professional corporations. The application of a foreign professional corporation for a certificate of authority to render professional services in this State must also state its purpose to render a specified professional service, and include a statement that all of its shareholders, not less than Ω of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer, are qualified persons with respect to the corporation. Prior to rendering professional services in this State, a certified copy of the foreign corporationís charter may have to be filed with appropriate licensing authorities.