If I formed my llc in a state but have chosen to do most of my business in another state, do I file all over again in the new state?
– Norman, New Orleans
If you are actually “transacting” business in another state (state #2), you need to register as a foreign LLC in the new state.
The meaning of “transacting business” is defined by state statute.
Most states do not define what is considered transaction of business by a foreign LLC. Instead, they have a list of activities that do not require registration (I know, strange).
For example, here is Arizona’s statute regarding foreign registration (none of the following activities requires registration):
- 1. Maintaining, defending or settling any proceeding.
- 2. Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.
- 3. Maintaining bank accounts.
- 4. Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities.
- 5. Selling through independent contractors.
- 6. Soliciting or obtaining orders, whether by mail 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 and security interests in real or personal property.
- 8. Securing or collecting debts or enforcing mortgages and security interests in property securing the same.
- 9. Owning, without more, real or personal property.
- 10. Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature.
- 11. Conducting affairs in interstate commerce.
- 12. Being a limited partner of a limited partnership or a member of a limited liability company.