Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 40

So, is every LLC in the United States properly registered and qualified in every state in which it does business? No. Right or wrong, many thousands of LLCs regularly ignore the foreign registration requirements imposed by states in which they conduct business. Foreign LLC registration in California, for example, runs $800 per year in taxes, plus resident agent fees.

LLCs that engage in business without obtaining the necessary certificate of authority from the secretary of state are subject to the following potential sanctions:

• The LLC cannot sue in the foreign state and it may not be able to defend claims against it until it qualifies.

• The state can assess a penalty for each day the LLC is not qualified to do business, up to a stated maximum. (These penalties are sometimes waived where excusable neglect can be shown.)

If an LLC that has qualified to do business in a state no longer engages in the business, it can formally apply to withdraw by filing an application for certificate of withdrawal with the secretary of state. In the application, the LLC will designate the secretary of state for the foreign state as its agent for service of process.