Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!
But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.
It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.
For example, if your LLC is registered in Washington and you are looking to open a second location in Nevada, you may need to complete a foreign qualification in Nevada before you can expand there.
Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.
What happens if I fail to foreign qualify before doing business in Nevada?
Foreign qualifying is essentially asking permission to do business in the state of Nevada. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in Nevada yields consequences that are far costlier than registering in the first place.
If you fail to foreign qualify, your business will be prohibited from commencing or maintaining a lawsuit in Nevada courts until it has properly registered. In addition, your LLC will be subject to a civil penalty of up to $10,000.
That’s a pretty hefty fine. Combined with the loss of your legal standing in the state, it’s a big hit to your business, and not something worth risking. Make sure to foreign qualify as soon as you can to avoid these penalties.
Transacting unauthorized business, however, will not invalidate your current in-state contracts, and it won’t stop you from defending a lawsuit in a Nevada court.
Get more details directly from the state law in NRS 86.548.
What is considered “doing business” in Nevada?
We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in Nevada? The state’s LLC Act is fairly vague on the subject; however, according to other state and tax laws, you are considered to be “doing business” and required to foreign qualify if:
- Your LLC has offices, stores, warehouses, or other structures constituting a physical presence in the state.
- There are salespeople, agents, representatives, etc. doing business on behalf of your LLC in the state.
And, of course, no matter which state you expand to, LLC taxes will be there waiting. Every business entity in Nevada is required to pay a Commerce Tax for the privilege of doing business there. By foreign qualifying, you’re letting the state know that you will need to pay this tax. Now, maybe you’re thinking, “I just won’t qualify so I don’t have to pay,” but be warned: that could lead to much larger penalties down the line. For more information on the Commerce Tax, check out this FAQ page on the Department of Revenue website. It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.
If you’re unsure whether or not you need to file for a foreign qualification in Nevada, we suggest seeking legal counsel.
Could I be exempt from foreign qualifying in Nevada?
The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in Nevada. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:
- Defending or settling a lawsuit in a Nevada court
- Activities only concerned with internal affairs, like LLC member and/or manager meetings
- Maintaining accounts with banks or credit unions
- Having in-state offices for the transfer or exchange of the LLC’s own securities
- Selling products or services through independent contractors
- Soliciting or completing orders outside the state before they become contracts
- Creating and/or acquiring indebtedness
- Securing and collecting certain debts
- Owning real or personal property in Nevada
- An isolated transaction, not in line with similar activities, taking place within 30 days
- Producing motion pictures
- Transacting business in interstate commerce
See your business activities on this list? You may be exempt from foreign qualification in Nevada. Still, it’s a good idea to read over the more detailed list found in NRS 86.5483 and consult an attorney if you have any questions.
How to Foreign Qualify Your LLC in Nevada
Foreign qualification in Nevada is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in Nevada, you will need to complete and file a few different documents, and you can find all of them together here.
Let’s start with the main one, the “Application for Registration of Foreign LLC” (page 2). This is where you’re going to fill in most of the important LLC-related information, including its official name, registered agent info, records office, and principal office. Page one of the document linked above contains step-by-step instructions for completion.
Your second task is to file an Initial List of Managers or Managing Members (page 3), which includes the names and addresses of each manager/member. If necessary, you can attach an additional 8.5”x11” page with more names.
And there’s more. You will also need to submit a “Certificate of Acceptance of Appointment by Registered Agent” (page 4). This will include a signature of consent from your selected agent.
You’re almost there! As with all Nevada business filings, you’ll need to add a “Customer Order Instructions” (page 5-6), where you have the option to designate one of three expedited service options (24-hour, 2-hour, or 1-hour).
There are three fees associated with this filing. The main form will cost $75, the manager/member list is another $150, and your Business Licence Fee will be $200. You can pay via check or money order made out to the “Secretary of State,” or by card (if you also submit the ePayment Checklist from page 8).
Phew. You’re finally ready to submit. You can mail or hand-deliver your documents to:
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
Or, if you’re doing an expedited filing, you can fax it to (775) 684-7138.
After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification and you’re embarking on another chapter in the life of your business.
Name Requirements to Remember
You might be wading through a stack of forms, but don’t forget to double-check that your business name meets all of Nevada’s requirements. It must:
- Use the words “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or “Limited,” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC,” or “LC”
- Be distinguishable from all other registered or reserved business names on file with the Secretary of State (perform a Nevada LLC name search to make sure the name you want is available)
- Follow the rules outlined by the state’s Restricted Words List
You can also reserve your Nevada business name if you’re not quite ready to foreign qualify your LLC.
Should I hire a service to file my Nevada foreign LLC?
Considering all the work that goes into expanding your business to a new state, you’ve likely got a lot on your plate. Rather than trying to juggle everything yourself, you can bring on an individual or company to help you secure your LLC’s Nevada foreign qualification.
For example, business attorneys understand all the legal nuances involved, providing peace of mind that the job will get done correctly. But if you go this route, be sure you have the budget for it. Lawyer fees for Nevada foreign LLC qualifications can be a prohibitively expensive option for businesses operating on tight budgets.
If you’re operating on a limited budget, but still want to have your Nevada foreign LLC professionally registered, go with an online business service provider. There are plenty of reputable companies that can help you out with Nevada foreign qualifications, but here are a couple of our favorites:
- MyCompanyWorks ($99): MyCompanyWorks is one of the only service providers offering foreign qualifications for less than $100. This company receives excellent customer reviews and has a great track record of success, making it a smart choice for a wide range of entrepreneurs.
- IncFile ($149): IncFile offers a free LLC formation service that we have always appreciated, and its pricing for foreign qualifications is a reasonable $149. IncFile has the best customer feedback reputation in the industry, with tens of thousands of positive reviews available online.
- Northwest Registered Agent ($225): Northwest is more of a premium service, with the best customer support in the industry, in our opinion. They also include a year of their namesake registered agent service with every foreign qualification. There’s a reason Northwest is our #1 pick among the best registered agent services!
Frequently Asked Questions
When Is the Best Time to Foreign Qualify an LLC?
We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a state where you don’t have permission to do so.
How Long Does It Take Nevada to Process a Foreign Qualification?
You’ll typically need to wait roughly five weeks for Nevada to process a non-expedited foreign qualification application. You can upgrade to 24-hour processing for $125, while two-hour processing is available for $500 and one-hour turnarounds for $1,000. The state provides a handy real-time Processing Dates webpage so you always know what to expect.
Where Can I Learn More About the Nevada LLC Licensing and Permitting Requirements?
Chances are, you’ll require at least one license or permit, in addition to the state’s general business license, to operate your LLC in compliance with Nevada state law. For more information about business licenses and more in this state, check out the Department of Business and Industry’s step-by-step guide to business licensing in Nevada.
Do I Need to File an Annual List and Business License Renewal for My Foreign LLC in Nevada?
Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file a Nevada LLC Annual List and Business License Renewal.
What Is the Total Expected Cost of Operating an LLC in Nevada?
The overall costs of operating a Nevada LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.
Should I Use an LLC Service, Hire an Attorney, or Foreign Qualify My Own LLC?
The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.
Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.
How Do Online LLC Services Work?
Using an online Nevada LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your Nevada registered agent.
The service then files your Application for Registration with the state to qualify your LLC to do business in Nevada.
Are LLC Service Websites Legit?
Absolutely. There are quite a few reputable companies offering LLC formation service and foreign qualifications these days, including the two options we discussed earlier: MyCompanyWorks and IncFile.
In fact, while we certainly have our opinions about which ones offer the best pricing and features, every one of the incorporation services we discuss on this website is entirely legitimate and trustworthy.
Need to save time?
Let’s face it, there’s never enough time in the day, especially when you’re running a company. And properly registering your LLC in Nevada involves research and time, time that you could be using to continue growing your business.
If the thought of paperwork, fees and state correspondence makes your head spin, consider using a service like Northwest Registered Agent to foreign qualify your business. Services like Northwest ensure that your forms are filed correctly and on time, potentially saving you thousands of dollars in penalties, not to mention a bunch of time and stress.
Foreign Qualification in All 50 States
We break down the Foreign Qualification filing process in detail in all 50 states. View all of our Foreign Qualification guides below.
- Alabama LLC Foreign Qualification
- Alaska LLC Foreign Qualification
- Arizona LLC Foreign Qualification
- Arkansas LLC Foreign Qualification
- California LLC Foreign Qualification
- Colorado LLC Foreign Qualification
- Connecticut LLC Foreign Qualification
- Delaware LLC Foreign Qualification
- D.C. LLC Foreign Qualification
- Florida LLC Foreign Qualification
- Georgia LLC Foreign Qualification
- Hawaii LLC Foreign Qualification
- Idaho LLC Foreign Qualification
- Illinois LLC Foreign Qualification
- Indiana LLC Foreign Qualification
- Iowa LLC Foreign Qualification
- Kansas LLC Foreign Qualification
- Kentucky LLC Foreign Qualification
- Louisiana LLC Foreign Qualification
- Maine LLC Foreign Qualification
- Maryland LLC Foreign Qualification
- Massachusetts LLC Foreign Qualification
- Michigan LLC Foreign Qualification
- Minnesota LLC Foreign Qualification
- Mississippi LLC Foreign Qualification
- Missouri LLC Foreign Qualification
- Montana LLC Foreign Qualification
- Nebraska LLC Foreign Qualification
- New Hampshire LLC Foreign Qualification
- New Jersey LLC Foreign Qualification
- New Mexico LLC Foreign Qualification
- New York LLC Foreign Qualification
- North Carolina LLC Foreign Qualification
- North Dakota LLC Foreign Qualification
- Ohio LLC Foreign Qualification
- Oklahoma LLC Foreign Qualification
- Oregon LLC Foreign Qualification
- Pennsylvania LLC Foreign Qualification
- Rhode Island LLC Foreign Qualification
- South Carolina LLC Foreign Qualification
- South Dakota LLC Foreign Qualification
- Tennessee LLC Foreign Qualification
- Texas LLC Foreign Qualification
- Utah LLC Foreign Qualification
- Vermont LLC Foreign Qualification
- Virginia LLC Foreign Qualification
- Washington LLC Foreign Qualification
- West Virginia LLC Foreign Qualification
- Wisconsin LLC Foreign Qualification
- Wyoming LLC Foreign Qualification