How Do You Incorporate a Business Outside of Your Home State?

If you choose to incorporate outside of your home state, you will have to qualify as a foreign corporation in your own home state. For example, you form your corporation in Delaware, Wyoming or Nevada (these are the most popular states for incorporation) even though you are actually physically present and operating in a different state. This means your business will be considered a foreign corporation in your home state. (The use of "foreign" is not to be confused with non-based U.S. corporations.)

The Mechanics of Incorporating

When deciding on a location to incorporate, you must first ask yourself where you will be conducting all or the majority of your business. Also consider the benefits provided by the state including ownership, privacy, tax benefits, and publicly traded growth potential. The first step to incorporating is to form a corporation or LLC. Once you have decided, you will need to file in the court with jurisdiction in the state in which you choose to incorporate. In Delaware, for example, all corporate matters are handled in the Court of Chancery.

Some states require that you file fictitious name, or DBA ("doing business as"), papers. In simple terms, DBA is your official business name. You will also have to file tax forms for that state and comply with certain formalities of the corporate laws for that state. To ensure all of these steps are taken, some states require you to obtain a registered agent in the state to oversee this process on your behalf.

Taxes and Fees for Foreign Corporations

In most cases, registering as a foreign corporation or limited liability company (LLC) will subject you to all of the same taxes and fees as an in-state company. It is important to balance the tax and corporate protection benefits of incorporating in one state with the costs of registering as a foreign corporation in your home state. Additionally, if you plan on setting up offices or engaging in business in more than one state, we recommend you consult with an attorney who is familiar with the foreign corporation rules.