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Most states require

out-of-state businesses

to be registered.

Most states require out-of-state businesses – not only Corporations, but often also Limited Liability Companies, Limited Partnerships, business trusts and other entities doing business in their jurisdiction – to obtain a Certificate of Authority and have a Registered Agent .

 

Different states have different definitions of just what “doing business” is. Virginia, for example,  makes no effort to define the transaction of business in Virginia, since, per a former Virginia Code Commission, no inclusive definition seems possible.

 

Va Code §13.1-757(B) provides a non-exhaustive laundry list of the types of activities which may not of themselves constitute transacting business:

 

• Hold board or shareholder meetings

• Maintain, defend or settle any proceeding

• Maintain bank accounts there

• Have offices there for transferring, exchanging or registering of your own securities

• Sell through independent contractors there

• Solicit or obtain orders by mail, employees or agents, if the orders require acceptance outside the state before they become contracts

• Incur debts there

• Secure or collect debts there

• Own, without more, real or personal property there

• Conduct an isolated transaction there that can be finished within 30 days and not repeated

 

If you don't exactly fit a specific exemption, then you’re probably doing business in that state and must have a Certificate of Authority and a Registered Agent.