Certificate of Authority – Everything You Need to Know!

Denise Elizabeth P
Senior Financial Editor & Contributor
Last Updated: September 15, 2021
Date Published: September 15, 2021

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!

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.

pros of business partnership

 

 

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:

Arkansas certificate of authority

Source: https://www.sos.arkansas.gov/uploads/bcs/F-01.pdf

certificate of authority by state

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

StateName of DocumentFiling FeeProof of existence (Certificate of Good Standing or Certificate of Existence)
For ProfitNon-Profit
AlabamaApplication For Registration$150$150Not required
AlaskaCertificate of Authority$350$50Not required
ArizonaApplication For Authority  To Transact Business or Conduct Affairs In Arizona$175$175dated within 60 days; Additional Requirement: Certified copy of the corporation’s original articles of incorporation and amendments (certified not more than 60 days)
 ArkansasApplication for Certificate of Authority$300$300required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required
 CaliforniaStatement and Designation$100$30dated within 6 months
 ColoradoStatement of Foreign Entity Authority$100$100Not required
 ConnecticutApplication For Certificate Of Authority$385$40dated within 90 days
 DelawareQualification
of Foreign Corporation
$245$245dated within 6 months
 FloridaProfit Qualification; Non-Profit Qualification$70$70dated within 90 days; Must submit original copy
 GeorgiaApplication For Certificate Of Authority$235$235dated within 90 days
 HawaiiApplication for Certificate of Authority$50$25dated within 60 days
 IdahoForeign Registration Statement$100$100dated within 90 days
 IllinoisApplication For Authority To
Transact Business In Illinois
$175 minimum$175 minimumNot required; Certified copy of the articles of incorporation and all amendments and mergers will be required instead
 IndianaForeign Registration Statement$125$75dated within 60 days
 IowaApplication for Certificate of Authority$100$25dated within 90 days
 KansasApplication for Registration of Foreign Covered Entity$115$115dated within 90 days; Must submit original copy
 KentuckyCertificate of Authority (Foreign Business Entity)$90$90Not required
 LouisianaApplication For Authority
To Transact Business In Louisiana
$125$125dated within 90 days
 MaineApplication For Authority To Do Business (corporation); Application for Authority to Carry On Activities (non-profits)$250$45dated within 90 days
 MarylandForeign Corporation Qualification$100$100dated with 60 days
 MassachusettsCertificate of Registration$400$400dated within 60 days
 MichiganApplication For Certificate of Authority
to Transact Business or Conduct Affairs in Michigan
$60$20dated within 30 days
 MinnesotaCertificate of Authority to Transact Business in Minnesota$200$50Not required
 MississippiApplication for Certificate of Authority$500$100dated within 60 days
 MissouriApplication for Certificate of Authority$155$25dated within 60 days
 MontanaForeign Registration Statement (corporation); Certificate of Authority (non-profit)$70$20Not required
 NebraskaApplication for Certificate of Authority to Transact Business$110 (in-office) / $100 (online)$30 (in-office) / $25 (online)dated within 60 days
 NevadaQualification 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 feeNot 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 HampshireApplication for Certificate of Authority$100$25dated within 60 days
 New JerseyCertificate of Authorization$125$125dated within 30 days
 New MexicoApplication for Certificate of Authority$200 to $1,000 (depends on authorized shares)$25dated within 30 days
 New YorkApplication  for Authority$225$135required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required
 North CarolinaApplication for Certificate of Authority$250$125dated within 6 months
 North DakotaCeritificate of Authority$145$50dated within 90 days
 OhioApplication for License$99$99dated within 90 days
 OklahomaCertificate of Qualification$1 per $1,000 of maximum capital invested (minimum $300)$300dated within 60 days
 OregonApplication for Authority to Transact Business$275$50dated within 60 days
 PennsylvaniaForeign Registration Statement$250$250Not required
 Rhode IslandApplication for Certificate of Authority$310 minimum$50dated within 60 days
 South CarolinaApplication for a Certificate of Authority to Transact Business$110$10dated within 30 days
 South DakotaApplication For Certificate Of Authority$750 (online) ; $765 (by mail)$125dated within 90 days
 TennesseeApplication For Certificate Of Authority$600$600dated within 2 months
 TexasApplication for
Registration
$750$25Not required
 UtahApplication for Authority to Conduct Affairs$70$30dated within 90 days
 VermontCertificate of Authority Application$125$125dated within 30 days
 VirginiaApplication for a Certificate of Authority to Transact Business in Virginia$75 min, $2,525 max (depends on authorized shares)$75Not required; Certified copy of articles of incorporation, and all amendments and mergers (dated within 1 year) will be required instead
 WashingtonForeign Registration Statement$180$30dated within 60 days; Must submit original copy
 West VirginiaApplication for Certificate of Authority$100$50dated within tax year
 WisconsinCertificate of Authority Application and/or Amended Certificate$100 minimum$45dated within 60 days
 WyomingApplication for Certificate of Authority$150$50dated within 60 days; Must submit original copy
Washington DCForeign Registration Statement$220$80dated within 90 days; Must submit original copy

For LLCs

StateName of DocumentFiling FeeProof of existence (Certificate of Good Standing or Certificate of Existence)
AlabamaApplication For Registration$150Not required
AlaskaCertificate of Authority$350Not required
ArizonaForeign Registration Statement$150dated within 60 days; Additional Requirement: Certified copy of the corporation’s original articles of incorporation and amendments (certified not more than 60 days)
 ArkansasApplication for Certificate of Registration$300required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required
 CaliforniaApplication to Register$70dated within 6 months
 ColoradoStatement of Foreign Entity Authority$100Not required
 ConnecticutApplication For Certificate Of Authority$120dated within 90 days
 DelawareCertificate of Registration$200dated within 6 months
 FloridaQualification of Foreign LLC$125dated within 90 days; Must submit original copy
 GeorgiaApplication For Certificate Of Authority$235dated within 90 days
 HawaiiApplication for Certificate of Authority$50dated within 60 days
 IdahoForeign Registration Statement$100dated within 90 days
 IllinoisApplication for Admission to Transact Business$175 minimumdated within 60 days
 IndianaForeign Registration Statement$250dated within 60 days
 IowaApplication for Certificate of Authority$100dated within 90 days
 KansasApplication for Registration of Foreign Covered Entity$165dated within 90 days; Must submit original copy
 KentuckyCertificate of Authority (Foreign Business Entity)$90Not required
 LouisianaApplication For Authority
To Transact Business In Louisiana
$150dated within 90 days
 MaineStatement of Foreign Qualification to Conduct Activities$250dated within 90 days
 MarylandLimited Liability Company Registration
(For Non-Maryland Limited Liability Company)
$100dated with 60 days
 MassachusettsApplication for Registration$500dated within 60 days
 MichiganApplication For Certificate Of Authority
To Transact Business Or Conduct Affairs In Michigan
$50dated within 30 days
 MinnesotaCertificate of Authority to Transact Business in Minnesota$185Not required
 MississippiApplication for Registration$250dated within 60 days
 MissouriApplication for Registration$105dated within 60 days
 MontanaCertificate of Authority$70Not required
 NebraskaApplication for Certificate of Authority$110 (in-office) / $100 (online)dated within 60 days
 NevadaApplication for Registration$75 + $150 initial list fee + $200 business license feeNot required
 New HampshireApplication for Registration$100dated within 60 days
 New JerseyCertificate of Authorization$125dated within 30 days
 New MexicoApplication for Registration$100dated within 30 days
 New YorkApplication  for Authority$250required; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required
 North CarolinaApplication for Certificate of Authority$250dated within 6 months
 North DakotaCertificate of Authority$135dated within 90 days
 OhioRegistration of a Foreign
Limited Liability Company
$99dated within 90 days
 OklahomaRegistration of Foreign Limited Liability Company$300dated within 60 days
 OregonApplication for Authority to Transact Business$275dated within 60 days
 PennsylvaniaForeign Registration Statement$250Not required
 Rhode IslandApplication for Registration$150dated within 60 days
 South CarolinaApplication for a Certificate of Authority to Transact Business$110dated within 30 days
 South DakotaApplication For Certificate Of Authority$750 (online) ; $765 (by mail)dated within 90 days
 TennesseeApplication For Certificate Of Authority$50 per member ($300 min, $3,000 max)dated within 2 months
 TexasApplication for
Registration
$750Not required
 UtahForeign Registration Statement$70dated within 90 days
 VermontApplication for Certificate of Authority$125dated within 90 days
 VirginiaApplication for a Certificate of Registration to Transact Business in Virginia$100Not required; Certified copy of articles of incorporation, and all amendments and mergers (dated within 1 year) will be required instead
 WashingtonForeign Registration Statement$180dated within 60 days; Must submit original copy
 West VirginiaApplication for Certificate of Authority$150dated within the tax year
 WisconsinCertificate of Registration Application$100Not required
 WyomingApplication for Certificate of Authority$150dated within 60 days; Must submit original copy
Washington DCForeign Registration Statement$220dated within 90 days; Must submit original copy

For Partnerships (LP, LLP, GP)

StateName of DocumentFiling FeeProof of existence (Certificate of Good Standing or Certificate of Existence)
Limited (LP)Limited Liability (LLP)General (GP) 
AlabamaStatement of Authority$150$150$150Not required
AlaskaCertificate of Authority$150$150N/ANot required
ArizonaForeign 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/ANot required
 ArkansasApplication for Certificate of Authority (LP); Statement of Qualification (LLP)$300$300N/Arequired; if home state does not issue certificate of good standing, certified copy of articles of organization and amendments will be required
 CaliforniaApplication to Register (LLP); Application for Registration (LP)$70$70N/Adated within 6 months
 ColoradoStatement of Foreign Entity Authority$100$100N/ANot required
 ConnecticutApplication For Certificate Of AuthorityN/A$120N/Adated within 90 days
 DelawareCertificate of Registration (LP) ;  Statement of Qualification (LLP)$200$200 per partnerN/Adated within 6 months
 FloridaStatement of Qualification (LLP)N/A$25N/Adated within 90 days; Must submit original copy
 GeorgiaApplication For Certificate Of Authority$235$210N/ANot required
 HawaiiApplication for Certificate of Authority (LP) ; Statement of Foreign Qualification (LLP)$50$50N/Adated within 60 days
 IdahoForeign Registration Statement$100$100$100dated within 90 days
 IllinoisApplication for Certificate of Authority (LP); Statement of Foreign Qualification (LLP)$175 minimum$175 minimumN/Adated within 30 days
 IndianaForeign Registration Statement$125$125N/Adated within 60 days
 IowaApplication for Certificate of Authority (LP) ; Statement of Foreign Qualification (LLP)$100$100N/Adated within 90 days
 KansasApplication for Registration of Foreign Covered Entity$165$165N/Adated within 90 days; Must submit original copy
 KentuckyCertificate of Authority (Foreign Business Entity)$90$90N/ANot required
 LouisianaStatement and Affidavit of Registration of Foreign Partnership$150$150$150Not required
 MaineApplication for Certificate of Authority (LP); Application for Authority to Do Business (LLP)$250$250N/Adated within 90 days
 MarylandApplication For Registration Of A Foreign Limited Partnership; Limited Liability Partnership Registration$100$100N/Adated with 60 days
 MassachusettsCertificate of Registration (corpotation) ; Application for Registration (LLC, LP, LLP)$400$500N/Arequired
 MichiganApplication For Certificate Of Authority
To Transact Business Or Conduct Affairs In Michigan
$10$100N/ANot required
 MinnesotaStatement of Qualification (LLP); Certificate of Authority (LP)$100$135N/ANot required
 MississippiApplication for Registration (LP); Statement of Qualitification (LLP)$250$250N/ANot required
 MissouriApplication for Registration$105$55 for two partners, $80 for three partners, or $105 for four or more partnersN/Adated within 60 days; not required for LLP
 MontanaCertificate of Authority$20$20N/ANot required
 NebraskaRegistration 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/ANot required
 NevadaApplication for Registration$75 + $150 initial list fee + $200 business license fee$100 + $150 initial list fee + $200 business license feeN/ANot required
 New HampshireApplication for Registration (LP) Notice of Registration (LLP)$100$100N/ANot required
 New JerseyCertificate of Authorization$125$125N/Adated within 30 days
 New MexicoRegistration Form$100$50N/ANot required
 New YorkApplication  for Authority (LP); Notice of Registration (LLP)$200$200N/Arequired; if home state does not issue certificate of good standing, certified copy of articles of incorporation and amendments will be required
 North CarolinaApplication for Registration$50$125N/ANot required
 North DakotaCeritificate of Authority Corporation$110$60N/Adated within 90 days
 OhioStatement of Partnership Authority; Certificate of Foreign Limited Partnership$99$99N/ANot Required
 OklahomaCertificate of Authority (LP); Statement of Foreign Qualification (LLP)$300$100N/Adated within 60 days; not required for LLP
 OregonApplication for Registration (LP)$275N/AN/Adated within 60 days
 PennsylvaniaForeign Registration Statement$250$250N/ANot required
 Rhode IslandApplication for Certificate of Registration (LP); Notice of Foreign Registered (LLP)$100$1,000N/Adated within 60 days
 South CarolinaApplication for a Certificate of Authority to Transact Business (LLP); Application for Registration (LP)$10$100N/Adated within 30 days
 South DakotaApplication for Registration (LP); Statement of Qualification (LLP)$125$125N/ANot required
 TennesseeApplication for Registration (LP); Notice of Registration (LLP)$600$50 per member ($250 min, $2,500 max)N/Adated within 2 months
 TexasApplication for
Registration
$750$200 per partner ($750 max)N/ANot required
 UtahForeign Registration Statement$70$22N/ANot required
 VermontStatement of Foreign Qualification (LLP); Registration of Foreign Limited Partnership (LP)$125$100N/Adated within 90 days ; not required for LP
 VirginiaApplication for a Certificate of Registration to Transact Business in Virginia (LP) ; Statement of Registration (LLP)$100$100N/ANot required; Certified copy of articles of formation, and all amendments and mergers (dated within 1 year) will be required instead
 WashingtonForeign Registration Statement$180$180N/Adated within 60 days; Must submit original copy
 West VirginiaStatement of Registration$150$500N/Adated within tax year; not required for LLP
 WisconsinForeign Limited Partnership Application (LP); Registration Statement (LLP)$75$100N/ANot required
 WyomingApplication for Certificate of Registration (LP); Statement of Registration (LLP)$150$150N/Adated within 60 days; Must submit original copy
Washington DCForeign Registration Statement$220$220N/Adated 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.

StateOnlineThrough Mail
AlabamaYESYES
AlaskaYESYES
ArizonaNOYES
 ArkansasYESYES
 CaliforniaYESYES
 ColoradoYESNO
 ConnecticutYESYES
 DelawareNOYES
 FloridaYESYES
 GeorgiaYESYES
 HawaiiYESYES
 IdahoYESNO
 IllinoisNOYES
 IndianaYESYES
 IowaYESYES
 KansasNOYES
 KentuckyNOYES
 LouisianaNOYES
 MaineNOYES
 MarylandYESYES
 MassachusettsNOYES
 MichiganNOYES
 MinnesotaYESYES
 MississippiYESNO
 MissouriNOYES
 MontanaYESNO
 NebraskaYESYES
 NevadaYESYES
 New HampshireYESYES
 New JerseyYESNO
 New MexicoNOYES
 New YorkNOYES
 North CarolinaYESYES
 North DakotaYESNO
 OhioYESYES
 OklahomaYESYES
 OregonYESYES
 PennsylvaniaYESYES
 Rhode IslandYESYES
 South CarolinaNOYES
 South DakotaYESYES
 TennesseeYESYES
 TexasYESYES
 UtahYESYES
 VermontYESYES
 VirginiaYESYES
 WashingtonYESYES
 West VirginiaYESYES
 WisconsinYESYES
 WyomingNOYES
Washington DCYESYES

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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  1. IRS.gov "Limited Liability Company (LLC)" Page 1 . September 15, 2021

  2. Cornell.edu "Domestic and foreign business entities" Page 1 . September 15, 2021

  3. Cornell.edu "Certificate of authority" Page 1 . September 15, 2021