FOREIGN LIMITED LIABILITY COMPANY REGISTRATION CHART

Transcription

1 FOREIGN LIMITED LIABILITY COMPANY REGISTRATION CHART When a Limited Liability Company desires to transact business in a jurisdiction other than its state of formation it must comply with the statutes of the state (s) in which it wishes to conduct business. The following chart sets forth the documents required to register as a foreign Limited Liability Company in all 50 states and the District of Columbia and contains the following information:! Column 2 - sets forth requirements for the Limited Liability Company name. Each jurisdictions requires that a specific word or words appear as part of the title of the Limited Liability Company, i.e Limited Liability Company, Limited Company or the abbreviation L.L.C. or L.C. In addition, this column sets forth any restrictions to the use of certain words. Statutes general require the name to be distinctive or not deceptively similar to an existing domestic or foreign limited liability company, limited partnership or corporation.! Column 4 - sets forth the forms and requirements for completing the registration of the foreign Limited Liability Company.! Column 5 - sets forth the minimum official disbursements required to be paid to register as a foreign Limited Liability Company. The minimum fees do not include the cost of the certifications required to register. This Chart is meant to be a summary exclusively. Please consult the individual Registration Outlines for complete details on registering in a given state.! Column 3 - sets forth whether or not NRAI can provide the Registered Agent and Office for the Limited Liability Company. Copyright 2005, National Registered Agents, Inc. Foreign Limited Liability Company Registration Char t 6/08-1

2 FOREIGN LIMITED LIABILITY COMPANY REGISTRATION CHART STATE AL must contain the word Limited Liability Company or the abbreviation L.L.C. or LLC. Submit to the Secretary of State two (2) executed copies of the Application for Registration of a Foreign Limited Liability Company. $75 (add $10, if expedited service is required) filing fee AK limited liability company or the abbreviation L.L.C., or LLC. The word limited may be abbreviated as Ltd., and the word company may be abbreviated as Co. Submit to the Commissioner Commerce and Economic Development the following: Duplicate executed copies of Registration (official form). Please Note: Prior to commencing business submit Alaska Business License Application (official form). $150 Filing Fee for Certificate Authority $200 Prepayment of Biennial Limited Liability Company Tax AZ must contain the word s limited liability company or limited company or the abbreviations L.L.C., L.C., LLC or LC, in uppercase or lowercase letters Submit to the Arizona Corporation Commission two (2) executed copies of the Registration of a Foreign Limited Liability Company. Please Note: The Statutory Agent must execute the consent to act, appearing on the last page of the Registration. $150 filing fee ( add $35, if expedited service is required) AR Company or Limited Company or the abbreviations L.L.C., L.C., LLC, or LC. The word Limited may be abbreviated as Ltd. and the word Company may be abbreviated as Co. One (1) Certificate of Good Standing or Existence as issued by Secretary of State or other appropriate official of Limited Liability Company's home state, dated within 60 days prior to the date of registration. One (1) executed original and one (1) conformed copy of Certificate of Registration of Limited Liability Company. The Secretary of State returns the copy file-stamped as evidence of filing. $300 filing fee One (1) executed original Limited Liability Company Franchise Tax information form. Copyright 2005, National Registered Agents, Inc. Foreign Limited Liability Company Registration Char t 6/08-2

3 CA must end with the words limited liability company or the abbreviation LLC or L.L.C. as the last words in the name of the limited liability company. The words limited'' and company may be abbreviated to Ltd. and Co., respectively Submit to Secretary of State the following: A certificate by an authorized public official of the state or place of formation of the Limited Liability Company to the effect that such Limited Liability Company is an existing Limited Liability Company in good standing in that state or place. If issuance of such a certificate in not permissible in that jurisdiction, then attach a statement by the Foreign Limited Liability Company indicating such. $70 filing fee One (1) executed copy of the Limited Liability Company Registration CO must contain limited liability company or the abbreviation LLC shall be included in the name of every limited liability company formed under the provisions of this article. If LLC is not used, the word limited may be abbreviated as Ltd., and the word company may be abbreviated as Co. A certificate of good standing or document of similar import, duly authenticated by the secretary of state or other official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is formed, dated within 90 days before registration. Two (2) copies of the Authority. The Secretary of State returns the copy file-stamped as evidence of filing. $125 filing fee CT must contain the words Limited Liability Company or the abbreviations L.L.C. or LLC. The word Limited may be abbreviated as Ltd. and the word Company may be abbreviated as Co. Submit to the Secretary of State the one (1) executed copy of Certificate of Registration. Please note that the Signature of the Statutory Agent is required to be placed on the Application, prior to filing. $60 (add $25 for each certified copy and $25 if expedited service is required) DE must contain the words Limited Liability Company or the abbreviation L.L.C. or the designation LLC. It may contain the words "Company", "Association", "Club", "Foundation", "Fund", "Institute", "Society", "Union", "Syndicate", "Limited", or "Trust" (or abbreviations of like import) Submit to the Secretary of State one (1) executed original of the Application as a Foreign Limited Liability Company. All signatures should be in black ink. $100 filing fee (add $30 for each certified copy) Copyright 2005, National Registered Agents, Inc. Foreign Limited Liability Company Registration Char t 6/08-3

4 DC must end with the words limited liability company or the abbreviation L.L.C. or LLC Submit to the Department of Consumer and Limited Liability Company Affairs the following: A "certificate of good standing, duly certified by the proper officer of the State wherein it is organized, dated within 30 days of registration. $200 filing fee Two (2) executed copies of the Certificate of Registration of a Foreign Limited Liability Company. Two (2) executed copies of the Written Consent of the Registered Agent must have either a written consent executed by the registered agent. FL must end with the words limited liability company the abbreviation L.L.C.. Submit to the Department of State the following: A certificate of existence or a document of similar import issued by the Secretary of State or other official having custody of Limited Liability Company records in the jurisdiction under the law of which the Limited Liability Company is formed, dated not more than 90 days prior to submitting the Application. One (1) executed original and one (1) conformed copy of the Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida. $100 filing fee for Application by Foreign Limited Liability Company.$25 filing fee for designation of acceptance by registered agent.$35 certified copy of the Application by Foreign Limited Liability Company (Optional) GA must contain the words limited liability company or limited company (it being permitted to abbreviate the word limited as ltd. and the word company as co. ) or the abbreviation L.L.C., LLC, L.C. or LC Submit to the Secretary of State one (1) executed original and one (1) conformed copy of the Certificate of Authority. $225 ( add $100, if expedited service is required)

5 HI must end with the words limited liability company or the abbreviation L.L.C. or LLC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co. Submit to Department of Commerce and Consumer Affairs the following: An orginal certificate of existence or a record of similar import, authenticated by the proper official having custody of company records in the state or country organized, and dated not more than thirty (30) days prior to the filing of the application; and, $100, filing fee for Certificate Authority An original and one (1) true copy of the Certificate of Authority ID must contain the words Limited Liability Company or Limited Company or the abbreviation L.L.C., L.C., LLC or LC. The word Limited may be abbreviated as Ltd. and the word Company may be abbreviated as Co. A certificate of Limited Liability Company existence or status issued by the proper officer of the state or country of organization, dated not earlier than 90 days before registration. Two executed copies of the Certificate of Registration of Foreign Limited Liability Company. $100 ( $120, if not typed or if there are attachments) filing fee plus $20, if expedite service is required The Secretary of State returns one (1) endorsed copy of Registration of Foreign Limited Liability Company, to which he affixes his Certificate of Registration. IL must contain the word limited liability company, L.L.C., or LLC A certificate of good standing or existence, as well as certified copy of the Limited Liability Company's articles of organization and all amendments thereto as issued by the proper officer of the state or country wherein it is formed, dated within the last 60 days. $500 filing fee Two (2) executed copies of the Admission to Transact Business in Illinois. IN must contain the words "Limited Liability Company" or the abbreviation "L. L. C." or LLC One (1) Certificate of Good Standing or Existence as issued by Secretary of State or other appropriate official of Limited Liability Company's home state. $90 filing fee One (1) executed copy of the Certificate of Authority of Foreign Limited Liability Company.

6 IA must contain the words Limited Company or Limited Liability Company or the abbreviation L.C. or L.L.C. A certificate of existence, or a document of similar import, duly authenticated within 90 days prior to the date of application by the secretary of state or proper officer in the state or other jurisdiction of its formation. $100 filing fee One (1) executed copy of the Certificate of Registration of Foreign Limited Liability Company. KS must contain the words limited liability company, or their abbreviation LLC. or LC or the designation LLC or LC A certificate issued within 90 days of the date of application by the proper officer of the jurisdiction where such Limited Liability Company is organized, attesting to the fact that such Limited Liability Company is Company in good standing in such jurisdiction. $165 filing fee Two (2) executed copies of the Foreign Limited Liability Company Application KY must contain "Limited Liability Company," "Limited Company" or the abbreviations LLC or LC. Submit to the Secretary of State one (1) executed original and two (2) conformed copies of the Foreign Limited Liability Certificate of Authority. The Secretary of State returns the 2 copies filestamped as evidence of filing. Secretary of State.$90 filing fee for the Certificate of Authority Submit to the County Clerk of county wherein Limited Liability Company registered office is located one (1) of the file-stamped copies of the Certificate of Authority for filing. County Clerk.$9 for first 3 pages and $2 for each additional page for filing copy of the Certificate of Authority

7 LA must contain limited liability company, the abbreviation L.L.C., or the abbreviation L.C. (However, NRAI CANNOT provide the record keeping office) A certificate of Limited Liability Company existence or a certificate of good standing as issued by an authorized official of the jurisdiction of its organization bearing an original signature and dated within ninety days of its submission for a certificate of authority. $125 filing fee (add $30, if expedited is required) Two (2) executed copies of the Certificate of Authority to Transact Business in Louisiana. A Certificate of Compliance issued by Office of Workers' Compensation ME must contain the words Limited Liability Company, or the abbreviation L.L.C., or the designation LLC, A certificate of good standing from the proper officer of its jurisdiction of organization, dated not more than 90 days prior to filing with Secretary of State; and, One (1) executed copy of the Application of Authority to Do Business; and, One (1) executed copy of Acceptance of Appointment as Registered Agent. $250 filing fee - add $100 for same day service or $ 50 for 24 hr. Service MD must contain the words Limited Liability Company ; or the abbreviation L.L.C., LLC ; L.C. ; or LC. Submit to the Department of Assessments and Taxation two (2) executed copy of the Registration accompanied by an executed Consent to Serve as Resident Agent. $100 filing fee ( add $50, if expedited service is required) MA must include the following words limited liability company, limited company, or the abbreviation L.L.C., L.C., LLC or LC Submit to the Secretary of the Commonwealth the following: A certificate of legal existence of such foreign Limited Liability Company issued by an officer or agency properly authorized in the state or country in which such foreign Limited Liability Company was organized or other evidence of legal existence acceptable to the State Secretary. $500 filing fee One (1) executed original of the Registration as a Foreign Limited Liability Company Certificate

8 MI Company or the abbreviations L.L.C. or L.C., with or without periods or other punctuation. Submit to the Department of Commerce, Limited Liability Company Division, Limited Liability Company and Securities Bureau the following: A certificate setting forth that the Limited Liability Company is in good standing under the laws of the jurisdiction of its organization, executed by the official of the jurisdiction who has custody of the records pertaining to Limited Liability Companies and dated not earlier than 30 days before filing of the application. $50 filing fee (add $12.50, if expideted service is required) One (1) copy of Certificate of Authority to Transact Business in Michigan MN Company or the abbreviations L.L.C., or LLC. One (1) copy of the Certificate of Authority for a Non- Minnesota Limited Liability Company. $185 filing fee (add $20, if expedited service is required) MS must contain limited liability company or the abbreviation L.L.C. or LLC A certificate of existence or a document of similar import duly authenticated by the Secretary of State or other official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is organized. One (1) executed original and one (1) conformed copy of official form Registration of a Foreign Limited Liability Company. All signature must be in black ink. One (1) executed original of official form Appointment of Registered Agent. $250 filing fee for Registration ($25 surcharge if official form is not used).$25 filing fee for the Appointment of Registered Agent ($25 surcharge if official form is not used) MO must contain limited company or limited liability company or the abbreviation LC, LLC, L.C. or L.L.C. Submit to the Secretary of State duplicate executed copies of the Application for Registration of a Foreign Limited Liability Company. $105 filing fee

9 MT name must contain the words limited liability company or limited company or the abbreviations l.l.c., l.c., llc, or lc. The word limited may be abbreviated as ltd., and the word company may be abbreviated as co. A certificate of existence or a similar document currently dated and authenticated by the secretary of state or other official having custody of Limited Liability Company records in the state or country under whose law" the Limited Liability Company is organized. $70 filing fee ( add $20, if priority filing is required) One (1) executed Certificate of Authority for Foreign Limited Liability Company. NE must contain limited liability company, ltd. liability company, or ltd. liability co., or the abbreviation L.L.C. or LLC A certificate from the Secretary of State or other proper officer of the state, territory, district, or country under the laws of which such foreign Limited Liability Company is formed, setting forth that such Limited Liability Company has complied with the laws of such state, territory, district, or country relative to the formation of Limited Liability Company of its kind, and is a regularly and properly organized Limited Liability Company thereunder, and the certificate from the Secretary of State or other proper officer shall not bear a date of more than thirty days prior to the date the application is filed in Nebraska. $110 filing fee (add $20, if expedited service is required) Two (2) executed copies of the Foreign Certificate of Authority. NV must contain the words Limited-Liability Company, Limited Company, or Limited, or the abbreviations Ltd., L.L.C., L.C., LLC, or LC. The word Company may be abbreviated as Co. Two (2) executed copies of Registration of Foreign Limited Liability Company. Two (2) executed copies of a Certificate of Acceptance by Agent for Service of Process, signed by the agent. $75 Filing Fee (Add $125, if expedited service is required)

10 NH must contain "Limited Liability Company,"or the abbreviation of L.L.C. A certificate setting forth that the Limited Liability Company is in good standing under the laws of the jurisdiction of its organization, executed by the official of the jurisdiction who has custody of the records pertaining to Limited Liability Companies and dated within 60 days of submission. $50 filing fee for the Certificate of Registration as a Foreign Limited Liability Company One (1) executed original and one (1) conformed copy of the Registration as a Foreign Limited Liability Company..$50 blue sky certification fee One (1) executed copy of the Addendum to the Registration as a Foreign Limited Liability Company (Form FLLC 1-A). NJ Company or the abbreviation L.L.C. Submit to the Secretary of State duplicate executed originals the Application for Registration of a Foreign Limited Liability Company. $125 (add $25, if expedited service is required) filing fee - add $25 per certified copy NM must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C. or LC. The word limited may be abbreviated as ltd. and the word company may be abbreviated as co. Submit to the public Regulation Commission the following: A certificate of good standing and compliance issued by the appropriate official of the state or country under the laws of which the Limited Liability Company is organized, dated not more than 30 days prior to its submission. Two (2) executed copies of the Registration of a Foreign Limited Liability Company. All signatures must be in black ink. $ 100 filing fee Two (2) executed copies of Affidavit of Acceptance by Designated Initial Registered Agent

11 NY must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC Section 204 of the Limited Liability Company Law should be reviewed for a list of prohibited words or phrases. Submit to the Department of State the following: A certificate by an authorized officer of the jurisdiction of its organization that the foreign Limited Liability Company is an existing Limited Liability Company. One (1) copy of Authority. The Certificate must be typed and signed in black ink. $250 filing fee Submitted with the Authority any existing Certificate of Name Reservation or in lieu thereof an affidavit by the applicant or his agent or attorney that the certificate of reservation has been lost or destroyed. Please Note: Within 120 days after the filing of the Authority, a copy of the same or a notice containing the substance thereof shall be published once in each week for 6 successive weeks, in 2 newspapers of the county within the state of New York in which the foreign limited liability company is located, to be designated by the county clerk. An affidavit of publication as issued by the newspapers must be filed with the Department of State. NC must contain the words limited liability company or the abbreviation L.L.C. or LLC, or the combination ltd. liability co., limited liability co., or ltd. liability company One (1) copy of Certificate of Authority. A certificate of existence issued by the secretary of stateof the state or country under whose law the Limited Liability Company is organized $250 filing fee - add $200, if expedited service is desired ND Company, or the abbreviations L.L.C., LLC. One (1) copy of Certificate of Authority. $135 filing fees One (1) executed original of the Registered Agent Consent to Serve form. A certificate of existence issued by the secretary of stateof the state or country under whose law the Limited Liability Company is organized

12 OH must contain limited liability company, without abbreviation or shall include one of the following abbreviations: LLC, L.L.C., limited, ltd., or ltd. A certificate of good standing or subsistence, dated not earlier than sixty days prior to the filing of the application, under the seal of the secretary of state, or other proper official, of the state under the laws of which said Limited Liability Company was organized, setting forth: (1) The exact Limited Liability Company title; (2) The date of organization; (3) The fact that the Limited Liability Company is in good standing or is a subsisting Limited Liability Company. $125 filing fee (add $100 for expedited service) One (1) copy of Registration of Foreign Limited Liability Company. OK must contain the words imited liability company or limited company or the 1 abbreviations L.L.C., LLC, L.C. or LC. The word limited may be abbreviated as LTD. and the word Company may be abbreviated as CO. A certificate issued by an authorized officer of the jurisdiction of its organization evidencing its Limited Liability Company existence. Duplicate executed copies of the Registration $300 filing fee OR must contain limited liability company or the abbreviation L.L.C. or LLC A certificate of existence, or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is organized. $50 filing fee One (1) executed original and one (1) conformed of the Authority to Transact Business. PA must contain the term company, limited or limited liability company or an abbreviation of one of those terms. Submit to the Corporation Bureau the following: One (1) executed copy and one (1) conformed copy of the Registration as a Foreign Limited Liability Company. $250 filing fee Three (3) copies of Docketing Statement

13 RI must contain "Limited Liability Company"or the abbreviation of L.L.C. A certificate of good standing from the proper officer of its jurisdiction of organization. $150 filing fee One (1) executed copy of the Registration (official form) and one executed copy of the Duplicate Original of Registration (official form). SC must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C., or LC. Limited may be abbreviated as Ltd., and company may be abbreviated as Co. A certificate of existence or a document of similar import duly authenticated by the Secretary of State or other official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is organized, dated within 60 days of the date submitted for filing. $110 filing fee Duplicate executed originals of the a Certificate of Authority by a Foreign Limited Liability Company to Transact Business in the State of South Carolina. SD must contain "Limited Liability Company or the abbreviation of L.L.C. One (1) executed original and one (1) conforming copy of Certificate of Authority of Foreign Limited Liability Company; and, One (1) executed original and one (1) conformed copy of the First Annual Report of a Limited Liability Company. Entrance Fee $750 for filing the Application for Certificate of Authority and issuing the Certificate of Authority TN Company or the abbreviations L.L.C., or LLC. A certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is organized, dated more than two (2) months prior to the date the Certificate of Authority is filed. One (1) executed original of the Certificate of Authority. Filing fee for the Certificate of Authority is based on the number of members at the rate of $50 per member with a minimum fee of $300 and a maximum fee of $3000

14 TX must contain the words Limited Liability Company or Limited Company or the abbreviations L.L.C., LLC, LC or L.C. and shall contain such additional words as may be required by law. The word Limited may be abbreviated as Ltd. or LTD and the word Company may be abbreviated as Co. One (1) executed original and one (1) executed copy of Certificate of Authority $750 filing fee (add $25, if expedited service is required) UT Company, Limited Company, or the abbreviations L.L.C., L.C., LLC, or LC. Submit to the Division of Corporations and Commercial Code the following: A certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is organized, dated within 30 days prior to the filing of the Certificate of Authority. $52 filing fee (add $75, if expedited service is required) Duplicate executed copies of the Certificate of Registration. VT must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C. or LC. The word limited may be abbreviated as Ltd. and company may be abbreviated as Co. A certificate of good standing or a document of similar import duly authenticated by the secretary of state or other official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is organized, dated within 30 days prior to registration. $100 filing fee One (1) executed original and one (1) conformed copy of Limited Liability Company Articles of Organization. VA must contain the words "limited company" or "limited liability company" or one of the abbreviations "L.C." or "L.L.C." Submit to the Virginia State Corporation Commission the following: One (1) certified copy of its articles of organization and all amendments thereto as issued by the Secretary of State or other official having custody of Limited Liability Company records in the state or country under whose law it is formed. $100 filing fee One 1 copy of the Registration as a Foreign Limited Liability Company.

15 WA Company, the words Limited Liability and abbreviation Co., or the abbreviation L.L.C. or LLC. A certificate of existence, or a document of similar import, issued no more than sixty days before the date of the application and duly authenticated by the secretary of state or other official having custody of Limited Liability Company records in the state or country under whose law the Limited Liability Company is organized. $180 filing fee One (1) executed original and one (1) conformed copy of The Registration as a Foreign Limited Liability Company. WV must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C. or LC. Limited may be abbreviated as Ltd. and company may be abbreviated as Co. Duplicate executed originals of the Registration as a Foreign Limited Liability Company. A statement or certificate from the proper officer of the state or county under the laws of which it is formed that the Limited Liability Company is in existence with the state or country under the laws of which it is organized. $150 filing fee + $25 Attorney -in-fact Fee prorated WI must contain limited liability company or limited liability co. or end with the abbreviation L.L.C. or LLC Submit to the Department of Financial Institutions duplicate executed copies of the Certificate of Registration of a Foreign Limited Liability Company. $125 filing fee WY must contain the words "limited liability company" or its abbreviations "LLC" or "L.L.C.", "limited company", or its abbreviations "LC" or "L.C.", "ltd. liability company", "ltd. liability co." or "limited liability co." A certificate of Limited Liability Company existence or status issued by the proper officer of the state or country of organization, dated not earlier than 60 days before registration. One (1) executed original and one conformed copy of the Certificate of Authority of Foreign Limited Liability Company. $100 filing fee One (1) copy of Consent to Appointment by Registered Agent, executed by the designated registered agent.