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Foreign Qualification: Glossary Definition

Definition of Foreign Qualification:

Also commonly referred to as “foreign registration.”  A corporation or limited liability company (LLC) is considered a “domestic” entity in its state of incorporation or formation.  If the company transacts business in any other state(s), it must qualify or register in such state(s) “to do business,” where it will then be considered a “foreign” corporation or LLC.

Each state has its own tests to determine if foreign qualification is required.  Generally, if a business has substantial or continuous contacts within a state, then qualification or registration is likely required.

These factors could include:

  • having employees in the state
  • having a real estate lease and office in the state
  • having a bank account in the state
  • having an automobile registered in the state
  • acting as manager of an LLC

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Must I pay all of my employees?

It is not unusual for start-up companies to have limited cash resources. It is also not unusual for entrepreneurs to entice employees to the company by offering stock compensation, instead of cash, until such time as the business can afford to pay regular salaries. However, it is advisable to consult with an employment lawyer in your state of operations to determine if this is permissible under the state’s wage statutes. In most cases, the lawyer will likely advise that each employee be paid an amount equal to applicable minimum wage amounts.

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