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Foreign Entity Qualification
Registering Your Company as Foreign Entity in Nevada
Last updated Sunday, April 7, 2024
If you already have a business in another state, you may qualify a Non-Nevada Entity to do Business in Nevada (Foreign LLC,
Foreign Corporation or other business) by filing a foreign
qualification. This qualification is often confused with doing business
outside the United States. A foreign qualification is
simply allowing your current business operating in another state to do business
in Nevada without forming a second entity or changing your current business
structure.
This process is called "Foreign Qualification", and it
involves filing Qualification to do Business in Nevada form with the Nevada
Secretary of State. To approve foreign qualification application Nevada
Secretary of State does not require any documents from home state for LLCs, but
requires both certificate of good standing or its equivalent and certified copy
of articles with all amendments from the home state for corporations. These
requirements vary for each business so please inquire with Nevada Registered
Agent Service™ prior to paying to obtain document you may not need. We are here
to assist you, please take advantage of our expertise. If required, the
certificate and certified copy must be current within 90 days. Keep in mind,
foreign entity is required to appoint and maintain a registered agent in Nevada
on file at all times in order to be in good standing.
When transacting Business in Nevada as a Foreign Entity, Nevada does not
specifically define what the phrase "transacting business" means in
relation to foreign registrations. However, state laws governing when foreign
companies must collect state sales tax in their state provide some guidance on
the issue. Under these laws, a business must have a physical presence in—or
nexus with—the state in order to be required to collect state sales tax on
sales to that state's residents Generally speaking, physical presence and nexus
are synonymous, for example:
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A sales representative in Nevada
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A store in Nevada
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An office in
Nevada
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A warehouse in
Nevada
Certain exceptions may apply and the rules get
more complicated with things like Internet sales. Nevertheless, in general, if
you have an office, a store, a warehouse, or employees in Nevada, you will need
to qualify your LLC as a foreign company in Nevada. If you are unsure, Nevada
Registered Agent Service™ highly recommends to consult with your CPA or legal
counsel to ensure compliance or an unnecessary filing.
What If I Don't Register my Foreign
Entity in Nevada?
If your company transacts business in Nevada
without being registered, it cannot bring a lawsuit in Nevada courts. Moreover,
your LLC will be subject to a fine of between $1000 and $10,000. However, not
being registered does not invalidate your company’s contracts or prevent it
from defending a lawsuit in the state. For your reference we have provided
links to the complete Nevada Revised Statutes below:
·
CHAPTER 80 - FOREIGN
CORPORATIONS - https://www.leg.state.nv.us/nrs/nrs-080.html
·
CHAPTER 86 -
LIMITED-LIABILITY COMPANIES, specifically NRS 86.051
“Foreign limited-liability
company” defined. - https://www.leg.state.nv.us/nrs/nrs-086.html
Nevada Registered Agent Service™ can file your foreign
qualification for your out of state business instantly, allowing you to conduct
business in Nevada the same day. Most of our filing are completed withing an
hour an we do not charge expedite fees.
Nevada
Commercial Registered Agent
Entity # E0502742015-6
NV Business ID NV20151637034
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Revised April 7, 2024 10:24 AM
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