LLC Based In NY, Can I Work In CT?

My LLC is based in New York. Will I be able to have clients in Connecticut?

Answer

A business can transact business anywhere in the country, regardless of whether it is incorporated in that state or not.

At most, you will have to apply for a certificate of authority to transact business in CT as a foreign corporation.

However, you might not even have to do that. “Doing business” or “transacting business” usually means something more than having a customer in another state.

Each state has its own law regarding whether a company is transacting business in that state for the purposes of requiring registration.

Here’s an example from Kansas (most states have similar laws):

Activities of a foreign corporation which do not constitute doing business within the meaning of K.S.A. 17-7301, and amendments thereto, include:

(1) Maintaining, defending or settling an action or proceeding;

(2) holding meetings or carrying on any other activity concerning its internal affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or electronic commerce or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(7) creating or acquiring indebtedness, mortgages or security interests in real or personal property;

(8) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;

(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and

(10) transacting business in interstate commerce.

(b) The ownership in this state of income producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.

(c) This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation or regulation under any other law of this state.

Back To LLC Questions & Answers