In each state where a limited liability company does business, other than the state of its domicile or incorporation, it is deemed to be a foreign limited liability company. Before doing business anywhere else other than the state of its incorporation, a foreign limited liability company must obtain Certificate of Authority from the secretary of state of the concerned state and must also appoint a resident agent there for the acceptance of service of notice or process.
The secretary of state of the other state may have additional requirements for a copy of the articles of organization or a certificate of existence from the state of incorporation of such out of state LLC.
The law of most states indicates what constitutes transacting business as a foreign limited liability company in their state by providing a list of activities that do not comprise business transaction. Section 1003 of the Limited Liability Company Act provides such list that has been adopted by many states.
In case a limited liability company transacts business in another state without a Certificate of Authority, it will not be entitled to obtain specific performance of contracts or promises against non compliant parties in legal action.
