Certificate of AuthorityEverything You Need to Know!
So you’ve already decided to get your foreign qualification.
You already secured your business’s legal name.
You appointed a registered agent in the state your business is foreign qualifying in.
You got your copy of your business’s proof of existence (certificate of good standing, certificate of existence, or articles of incorporation).
What next?
Why it’s time to file an application for a certificate of authority!
What is a Certificate of Authority?
A certificate of authority is what a state grants to foreign business entities after a successful foreign qualification.
It is what allows foreign business entities to legally operate in a state other than their home state.
It may be known by a different name from state to state, but its function remains the same: it is to authorize a foreign business entity to transact business in the state.
A such, most business entities would need to secure before they can legally do business in a state other than their home state.
Not doing so would result in consequences such as penalties, fees, and the most severe – denial of the right to bring or maintain a lawsuit in the state.
Does my business really need to apply for a Certificate of Authority?
If the business entity is planning to or already doing business in the state, yes.
In the article Foreign Qualification: Doing Business in Another State, we have already discussed what constitutes “doing business”.
As a recap, a business entity may already be “doing business” if the answer is YES to any of the following questions:
- Does your business have a physical presence in the state such as a store or office building?
- Does the business accept orders in the state and have a liability to collect sales tax?
- Did the business entity apply for a business license in the state?
- Does the business entity have any employees working in the state? Is it paying payroll taxes in the state?
- Are face-to-face meetings with the business entity’s clients conducted in the state?
- Is a sizeable amount of revenue of the business entity coming from the state?
In addition, most stated include in their application form the activities that are not considered as “doing business”.
It is still recommended to consult an attorney to confirm whether your business is “doing business” in a foreign state.
My business is a sole proprietorship. Do I still need to apply for a certificate of authority?
In a sole proprietorship, the business is not considered to be another entity but is rather tied to you as the owner.
There’s no distinction between the business and you as the owner.
Whatever the business owns, you also own, and whatever it owes, you also owe, and vice versa.
As such, you are exempted from the requirement of a certificate of authority as a sole proprietorship is not an entity of its own.
Do keep in mind though that some states may require the formal registration of sole proprietorship business, along with licenses and permits.
What if a business entity doesn’t apply for a Certificate of Authority yet still transacts business in the state?
Simply put, a business entity that operates in a foreign state but does not have the necessary certificate of authority to do so is considered to be illegally operating in that state.
If caught, fines and penalties will be imposed. These can range from late fees to daily penalties for each day of business transactions without a certificate of authority.
And even worse, since a business entity that does not have the necessary certificate authority isn’t considered to be a legal entity in the state, it is denied the right to bring or maintain a lawsuit in the state’s court system.
Other legal proceedings are off-limits too.
While applying for a certificate of authority may have fees attached to it, the benefit of being recognized as a legal entity in the state outweighs the risk of not being one.
Information required on a certificate of authority
The information required to be included in the application form will vary from state to state.
However, there following are typically required:
- Name of the business entity (also fictitious name if required)
- Incorporation date; state where the business entity is incorporated
- Business entity address in the state
- Principal address of the business entity
- Name and address of appointed registered agent in the state the business entity is qualifying in
- Names and addresses of officers (corporations) or members (LLCs)
- For corporations, number of authorized shares and listing of the different classes of stocks they issue
- For LLCs, type of management
- Signature of authorized signatory (e.g. president for corporations, member or manager for LLCs, general partner for LPs or LLPs)
Some states require more information aside from the ones above.
Here’s a sample of what an application for a certificate of authority looks like:
Source: https://www.sos.arkansas.gov/uploads/bcs/F-01.pdf
How much does a Certificate of Authority cost?
The fees for a certificate of authority will vary from state to state.
Additionally, some states will require additional attachments aside from a recent proof of existence (certificate of good standing, certificate of existence).
Refer to the tables below for a schedule of fees for each business type (corporation, LLC, partnership).
For Corporations
| State | Name of Document | Filing Fee | Proof of existence (Certificate of Good Standing or Certificate of Existence) | |
| For Profit | Non-Profit | |||
| Alabama | Application For Registration | $150 | $150 | Not required |
| Alaska | Certificate of Authority | $350 | $50 | Not required |
| Arizona | Application For Authority To Transact Business or Conduct Affairs In Arizona | $175 | $175 | dated within 60 days; Additional Requirement: Certified copy of the corporation’s original articles of incorporation and amendments (certified not more than 60 days) |
| Arkansas | Application for Certificate of Authority | $300 | $300 | required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required |
| California | Statement and Designation | $100 | $30 | dated within 6 months |
| Colorado | Statement of Foreign Entity Authority | $100 | $100 | Not required |
| Connecticut | Application For Certificate Of Authority | $385 | $40 | dated within 90 days |
| Delaware | Qualification of Foreign Corporation | $245 | $245 | dated within 6 months |
| Florida | Profit Qualification; Non-Profit Qualification | $70 | $70 | dated within 90 days; Must submit original copy |
| Georgia | Application For Certificate Of Authority | $235 | $235 | dated within 90 days |
| Hawaii | Application for Certificate of Authority | $50 | $25 | dated within 60 days |
| Idaho | Foreign Registration Statement | $100 | $100 | dated within 90 days |
| Illinois | Application For Authority To Transact Business In Illinois | $175 minimum | $175 minimum | Not required; Certified copy of the articles of incorporation and all amendments and mergers will be required instead |
| Indiana | Foreign Registration Statement | $125 | $75 | dated within 60 days |
| Iowa | Application for Certificate of Authority | $100 | $25 | dated within 90 days |
| Kansas | Application for Registration of Foreign Covered Entity | $115 | $115 | dated within 90 days; Must submit original copy |
| Kentucky | Certificate of Authority (Foreign Business Entity) | $90 | $90 | Not required |
| Louisiana | Application For Authority To Transact Business In Louisiana | $125 | $125 | dated within 90 days |
| Maine | Application For Authority To Do Business (corporation); Application for Authority to Carry On Activities (non-profits) | $250 | $45 | dated within 90 days |
| Maryland | Foreign Corporation Qualification | $100 | $100 | dated with 60 days |
| Massachusetts | Certificate of Registration | $400 | $400 | dated within 60 days |
| Michigan | Application For Certificate of Authority to Transact Business or Conduct Affairs in Michigan | $60 | $20 | dated within 30 days |
| Minnesota | Certificate of Authority to Transact Business in Minnesota | $200 | $50 | Not required |
| Mississippi | Application for Certificate of Authority | $500 | $100 | dated within 60 days |
| Missouri | Application for Certificate of Authority | $155 | $25 | dated within 60 days |
| Montana | Foreign Registration Statement (corporation); Certificate of Authority (non-profit) | $70 | $20 | Not required |
| Nebraska | Application for Certificate of Authority to Transact Business | $110 (in-office) / $100 (online) | $30 (in-office) / $25 (online) | dated within 60 days |
| Nevada | Qualification to Do Business in Nevada (Corporation) | $75 to $35,000 (Depends on total authorized shares) + $150 initial list fee + $200 business license fee | $50 + $50 initial list fee | Not required; For profit corporation: Certified copy of articles of incorporation, and certified copies of all amendments, all dated within 90 days will be required |
| New Hampshire | Application for Certificate of Authority | $100 | $25 | dated within 60 days |
| New Jersey | Certificate of Authorization | $125 | $125 | dated within 30 days |
| New Mexico | Application for Certificate of Authority | $200 to $1,000 (depends on authorized shares) | $25 | dated within 30 days |
| New York | Application for Authority | $225 | $135 | required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required |
| North Carolina | Application for Certificate of Authority | $250 | $125 | dated within 6 months |
| North Dakota | Ceritificate of Authority | $145 | $50 | dated within 90 days |
| Ohio | Application for License | $99 | $99 | dated within 90 days |
| Oklahoma | Certificate of Qualification | $1 per $1,000 of maximum capital invested (minimum $300) | $300 | dated within 60 days |
| Oregon | Application for Authority to Transact Business | $275 | $50 | dated within 60 days |
| Pennsylvania | Foreign Registration Statement | $250 | $250 | Not required |
| Rhode Island | Application for Certificate of Authority | $310 minimum | $50 | dated within 60 days |
| South Carolina | Application for a Certificate of Authority to Transact Business | $110 | $10 | dated within 30 days |
| South Dakota | Application For Certificate Of Authority | $750 (online) ; $765 (by mail) | $125 | dated within 90 days |
| Tennessee | Application For Certificate Of Authority | $600 | $600 | dated within 2 months |
| Texas | Application for Registration | $750 | $25 | Not required |
| Utah | Application for Authority to Conduct Affairs | $70 | $30 | dated within 90 days |
| Vermont | Certificate of Authority Application | $125 | $125 | dated within 30 days |
| Virginia | Application for a Certificate of Authority to Transact Business in Virginia | $75 min, $2,525 max (depends on authorized shares) | $75 | Not required; Certified copy of articles of incorporation, and all amendments and mergers (dated within 1 year) will be required instead |
| Washington | Foreign Registration Statement | $180 | $30 | dated within 60 days; Must submit original copy |
| West Virginia | Application for Certificate of Authority | $100 | $50 | dated within tax year |
| Wisconsin | Certificate of Authority Application and/or Amended Certificate | $100 minimum | $45 | dated within 60 days |
| Wyoming | Application for Certificate of Authority | $150 | $50 | dated within 60 days; Must submit original copy |
| Washington DC | Foreign Registration Statement | $220 | $80 | dated within 90 days; Must submit original copy |
For LLCs
| State | Name of Document | Filing Fee | Proof of existence (Certificate of Good Standing or Certificate of Existence) |
| Alabama | Application For Registration | $150 | Not required |
| Alaska | Certificate of Authority | $350 | Not required |
| Arizona | Foreign Registration Statement | $150 | dated within 60 days; Additional Requirement: Certified copy of the corporation’s original articles of incorporation and amendments (certified not more than 60 days) |
| Arkansas | Application for Certificate of Registration | $300 | required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required |
| California | Application to Register | $70 | dated within 6 months |
| Colorado | Statement of Foreign Entity Authority | $100 | Not required |
| Connecticut | Application For Certificate Of Authority | $120 | dated within 90 days |
| Delaware | Certificate of Registration | $200 | dated within 6 months |
| Florida | Qualification of Foreign LLC | $125 | dated within 90 days; Must submit original copy |
| Georgia | Application For Certificate Of Authority | $235 | dated within 90 days |
| Hawaii | Application for Certificate of Authority | $50 | dated within 60 days |
| Idaho | Foreign Registration Statement | $100 | dated within 90 days |
| Illinois | Application for Admission to Transact Business | $175 minimum | dated within 60 days |
| Indiana | Foreign Registration Statement | $250 | dated within 60 days |
| Iowa | Application for Certificate of Authority | $100 | dated within 90 days |
| Kansas | Application for Registration of Foreign Covered Entity | $165 | dated within 90 days; Must submit original copy |
| Kentucky | Certificate of Authority (Foreign Business Entity) | $90 | Not required |
| Louisiana | Application For Authority To Transact Business In Louisiana | $150 | dated within 90 days |
| Maine | Statement of Foreign Qualification to Conduct Activities | $250 | dated within 90 days |
| Maryland | Limited Liability Company Registration (For Non-Maryland Limited Liability Company) | $100 | dated with 60 days |
| Massachusetts | Application for Registration | $500 | dated within 60 days |
| Michigan | Application For Certificate Of Authority To Transact Business Or Conduct Affairs In Michigan | $50 | dated within 30 days |
| Minnesota | Certificate of Authority to Transact Business in Minnesota | $185 | Not required |
| Mississippi | Application for Registration | $250 | dated within 60 days |
| Missouri | Application for Registration | $105 | dated within 60 days |
| Montana | Certificate of Authority | $70 | Not required |
| Nebraska | Application for Certificate of Authority | $110 (in-office) / $100 (online) | dated within 60 days |
| Nevada | Application for Registration | $75 + $150 initial list fee + $200 business license fee | Not required |
| New Hampshire | Application for Registration | $100 | dated within 60 days |
| New Jersey | Certificate of Authorization | $125 | dated within 30 days |
| New Mexico | Application for Registration | $100 | dated within 30 days |
| New York | Application for Authority | $250 | required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required |
| North Carolina | Application for Certificate of Authority | $250 | dated within 6 months |
| North Dakota | Certificate of Authority | $135 | dated within 90 days |
| Ohio | Registration of a Foreign Limited Liability Company | $99 | dated within 90 days |
| Oklahoma | Registration of Foreign Limited Liability Company | $300 | dated within 60 days |
| Oregon | Application for Authority to Transact Business | $275 | dated within 60 days |
| Pennsylvania | Foreign Registration Statement | $250 | Not required |
| Rhode Island | Application for Registration | $150 | dated within 60 days |
| South Carolina | Application for a Certificate of Authority to Transact Business | $110 | dated within 30 days |
| South Dakota | Application For Certificate Of Authority | $750 (online) ; $765 (by mail) | dated within 90 days |
| Tennessee | Application For Certificate Of Authority | $50 per member ($300 min, $3,000 max) | dated within 2 months |
| Texas | Application for Registration | $750 | Not required |
| Utah | Foreign Registration Statement | $70 | dated within 90 days |
| Vermont | Application for Certificate of Authority | $125 | dated within 90 days |
| Virginia | Application for a Certificate of Registration to Transact Business in Virginia | $100 | Not required; Certified copy of articles of incorporation, and all amendments and mergers (dated within 1 year) will be required instead |
| Washington | Foreign Registration Statement | $180 | dated within 60 days; Must submit original copy |
| West Virginia | Application for Certificate of Authority | $150 | dated within the tax year |
| Wisconsin | Certificate of Registration Application | $100 | Not required |
| Wyoming | Application for Certificate of Authority | $150 | dated within 60 days; Must submit original copy |
| Washington DC | Foreign Registration Statement | $220 | dated within 90 days; Must submit original copy |
For Partnerships (LP, LLP, GP)
| State | Name of Document | Filing Fee | Proof of existence (Certificate of Good Standing or Certificate of Existence) | ||
| Limited (LP) | Limited Liability (LLP) | General (GP) | |||
| Alabama | Statement of Authority | $150 | $150 | $150 | Not required |
| Alaska | Certificate of Authority | $150 | $150 | N/A | Not required |
| Arizona | Foreign Limited Partnership Registration (LP); Statement of Foreign Qualification (LLP) | $10.00 Filing Fee plus $10.00 Authority to Transact Business plus $3.00 per page | $3.00 Filing Fee plus $10.00 Authority to Transact Business plus $3.00 per page | N/A | Not required |
| Arkansas | Application for Certificate of Authority (LP); Statement of Qualification (LLP) | $300 | $300 | N/A | required; if home state does not issue certificate of good standing, certified copy of articles of organization and amendments will be required |
| California | Application to Register (LLP); Application for Registration (LP) | $70 | $70 | N/A | dated within 6 months |
| Colorado | Statement of Foreign Entity Authority | $100 | $100 | N/A | Not required |
| Connecticut | Application For Certificate Of Authority | N/A | $120 | N/A | dated within 90 days |
| Delaware | Certificate of Registration (LP) ; Statement of Qualification (LLP) | $200 | $200 per partner | N/A | dated within 6 months |
| Florida | Statement of Qualification (LLP) | N/A | $25 | N/A | dated within 90 days; Must submit original copy |
| Georgia | Application For Certificate Of Authority | $235 | $210 | N/A | Not required |
| Hawaii | Application for Certificate of Authority (LP) ; Statement of Foreign Qualification (LLP) | $50 | $50 | N/A | dated within 60 days |
| Idaho | Foreign Registration Statement | $100 | $100 | $100 | dated within 90 days |
| Illinois | Application for Certificate of Authority (LP); Statement of Foreign Qualification (LLP) | $175 minimum | $175 minimum | N/A | dated within 30 days |
| Indiana | Foreign Registration Statement | $125 | $125 | N/A | dated within 60 days |
| Iowa | Application for Certificate of Authority (LP) ; Statement of Foreign Qualification (LLP) | $100 | $100 | N/A | dated within 90 days |
| Kansas | Application for Registration of Foreign Covered Entity | $165 | $165 | N/A | dated within 90 days; Must submit original copy |
| Kentucky | Certificate of Authority (Foreign Business Entity) | $90 | $90 | N/A | Not required |
| Louisiana | Statement and Affidavit of Registration of Foreign Partnership | $150 | $150 | $150 | Not required |
| Maine | Application for Certificate of Authority (LP); Application for Authority to Do Business (LLP) | $250 | $250 | N/A | dated within 90 days |
| Maryland | Application For Registration Of A Foreign Limited Partnership; Limited Liability Partnership Registration | $100 | $100 | N/A | dated with 60 days |
| Massachusetts | Certificate of Registration (corpotation) ; Application for Registration (LLC, LP, LLP) | $400 | $500 | N/A | required |
| Michigan | Application For Certificate Of Authority To Transact Business Or Conduct Affairs In Michigan | $10 | $100 | N/A | Not required |
| Minnesota | Statement of Qualification (LLP); Certificate of Authority (LP) | $100 | $135 | N/A | Not required |
| Mississippi | Application for Registration (LP); Statement of Qualitification (LLP) | $250 | $250 | N/A | Not required |
| Missouri | Application for Registration | $105 | $55 for two partners, $80 for three partners, or $105 for four or more partners | N/A | dated within 60 days; not required for LLP |
| Montana | Certificate of Authority | $20 | $20 | N/A | Not required |
| Nebraska | Registration Of Foreign Limited Partnership To Transact Business; Statement Of Qualification As a Limited Liability Partnership | $110 (in-office) / $100 (online) | $110 (in-office) / $100 (online) | N/A | Not required |
| Nevada | Application for Registration | $75 + $150 initial list fee + $200 business license fee | $100 + $150 initial list fee + $200 business license fee | N/A | Not required |
| New Hampshire | Application for Registration (LP) Notice of Registration (LLP) | $100 | $100 | N/A | Not required |
| New Jersey | Certificate of Authorization | $125 | $125 | N/A | dated within 30 days |
| New Mexico | Registration Form | $100 | $50 | N/A | Not required |
| New York | Application for Authority (LP); Notice of Registration (LLP) | $200 | $200 | N/A | required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required |
| North Carolina | Application for Registration | $50 | $125 | N/A | Not required |
| North Dakota | Ceritificate of Authority Corporation | $110 | $60 | N/A | dated within 90 days |
| Ohio | Statement of Partnership Authority; Certificate of Foreign Limited Partnership | $99 | $99 | N/A | Not Required |
| Oklahoma | Certificate of Authority (LP); Statement of Foreign Qualification (LLP) | $300 | $100 | N/A | dated within 60 days; not required for LLP |
| Oregon | Application for Registration (LP) | $275 | N/A | N/A | dated within 60 days |
| Pennsylvania | Foreign Registration Statement | $250 | $250 | N/A | Not required |
| Rhode Island | Application for Certificate of Registration (LP); Notice of Foreign Registered (LLP) | $100 | $1,000 | N/A | dated within 60 days |
| South Carolina | Application for a Certificate of Authority to Transact Business (LLP); Application for Registration (LP) | $10 | $100 | N/A | dated within 30 days |
| South Dakota | Application for Registration (LP); Statement of Qualification (LLP) | $125 | $125 | N/A | Not required |
| Tennessee | Application for Registration (LP); Notice of Registration (LLP) | $600 | $50 per member ($250 min, $2,500 max) | N/A | dated within 2 months |
| Texas | Application for Registration | $750 | $200 per partner ($750 max) | N/A | Not required |
| Utah | Foreign Registration Statement | $70 | $22 | N/A | Not required |
| Vermont | Statement of Foreign Qualification (LLP); Registration of Foreign Limited Partnership (LP) | $125 | $100 | N/A | dated within 90 days ; not required for LP |
| Virginia | Application for a Certificate of Registration to Transact Business in Virginia (LP) ; Statement of Registration (LLP) | $100 | $100 | N/A | Not required; Certified copy of articles of formation, and all amendments and mergers (dated within 1 year) will be required instead |
| Washington | Foreign Registration Statement | $180 | $180 | N/A | dated within 60 days; Must submit original copy |
| West Virginia | Statement of Registration | $150 | $500 | N/A | dated within tax year; not required for LLP |
| Wisconsin | Foreign Limited Partnership Application (LP); Registration Statement (LLP) | $75 | $100 | N/A | Not required |
| Wyoming | Application for Certificate of Registration (LP); Statement of Registration (LLP) | $150 | $150 | N/A | dated within 60 days; Must submit original copy |
| Washington DC | Foreign Registration Statement | $220 | $220 | N/A | dated within 90 days; Must submit original copy |
How do I file my application for a Certificate of Authority?
Filing an application for a Certificate of Authority can be done via online or by mail.
Depending on the state, both or just one of the options is available.
Refer to the table below to know which filing options are available for each state.
| State | Online | Through Mail |
| Alabama | YES | YES |
| Alaska | YES | YES |
| Arizona | NO | YES |
| Arkansas | YES | YES |
| California | YES | YES |
| Colorado | YES | NO |
| Connecticut | YES | YES |
| Delaware | NO | YES |
| Florida | YES | YES |
| Georgia | YES | YES |
| Hawaii | YES | YES |
| Idaho | YES | NO |
| Illinois | NO | YES |
| Indiana | YES | YES |
| Iowa | YES | YES |
| Kansas | NO | YES |
| Kentucky | NO | YES |
| Louisiana | NO | YES |
| Maine | NO | YES |
| Maryland | YES | YES |
| Massachusetts | NO | YES |
| Michigan | NO | YES |
| Minnesota | YES | YES |
| Mississippi | YES | NO |
| Missouri | NO | YES |
| Montana | YES | NO |
| Nebraska | YES | YES |
| Nevada | YES | YES |
| New Hampshire | YES | YES |
| New Jersey | YES | NO |
| New Mexico | NO | YES |
| New York | NO | YES |
| North Carolina | YES | YES |
| North Dakota | YES | NO |
| Ohio | YES | YES |
| Oklahoma | YES | YES |
| Oregon | YES | YES |
| Pennsylvania | YES | YES |
| Rhode Island | YES | YES |
| South Carolina | NO | YES |
| South Dakota | YES | YES |
| Tennessee | YES | YES |
| Texas | YES | YES |
| Utah | YES | YES |
| Vermont | YES | YES |
| Virginia | YES | YES |
| Washington | YES | YES |
| West Virginia | YES | YES |
| Wisconsin | YES | YES |
| Wyoming | NO | YES |
| Washington DC | YES | YES |
I filed my application for a certificate of authority. What now?
You just have to wait.
How long you will wait will vary from state to state.
The processing time can last 5 to 20 business days, some even months depending on the state that you’re qualifying in.
Some states offer expedite options to greatly reduce the processing time (down to 2 to 3 business days, or even with the day).
These expedite options come with an additional fee.
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IRS.gov "Limited Liability Company (LLC)" Page 1 . September 15, 2021
Cornell.edu "Domestic and foreign business entities" Page 1 . September 15, 2021
Cornell.edu "Certificate of authority" Page 1 . September 15, 2021