When your company is registered in one state but operates in another, that second state needs to know about it. To tell the state, you file a document with its Secretary of State. That document is called a Certificate of Authority in some states, but other states call it something else. The name changes based on which state you are in and whether your company is a corporation or a limited liability company.
This rule applies the same way whether you are a U.S. person or not. A non-resident founder who forms a Wyoming LLC and later does business in California has to file exactly the same form that a U.S.-based founder has to file. The document's purpose and the filing fee are identical.
The real problem is that the document's name is not standardized. When you go to search for it, you need to know what the state you are in actually calls it.
What the law calls it
The word "Certificate of Authority" appears in the statutes of some states, but not others. Here are the three most common situations:
Wyoming uses "certificate of authority" for both corporations and limited liability companies. A foreign corporation gets its certificate of authority under the Wyoming Business Corporation Act (W.S. § 17-16-1501, "Authority to transact business required"). A foreign LLC is covered by the Wyoming Limited Liability Company Act (W.S. § 17-29-114), which sends foreign LLCs through the same foreign-corporation procedure in W.S. § 17-16-1501 through § 17-16-1536 and refers to their certificates of authority.
California does not use this term at all. For a foreign corporation, California requires a "certificate of qualification" (Cal. Corp. Code § 2105: "A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification"). For a foreign LLC, the term is "certificate of registration" (Cal. Corp. Code § 17708.01).
Delaware also avoids the name "Certificate of Authority." A foreign corporation qualifies under 8 Del. C. § 371, which is titled "Definition; qualification to do business in State; procedure." It files a certificate of existence from its home jurisdiction plus a statement about its registered agent and business, and the Secretary of State issues a certificate that is evidence of its right to do business in Delaware. A foreign LLC registers under 6 Del. C. § 18-902 by filing an application for registration; under § 18-903 the Secretary of State endorses and files the application and returns a certified copy, rather than issuing a separate certificate of authority.
The underlying process is the same everywhere. Your company applies to do business in a state where it was not formed. The state issues a certificate or registration document back. The name of that document depends on the state and your company type.
🇺🇸 If the IRS counts you as a U.S. person
You file a Certificate of Authority (or its equivalent) when your corporation or LLC was registered in one state and you want to do business in another state. The requirement applies the same way to you as it does to any U.S.-based founder.
The steps are straightforward:
- Determine the correct name of the document for your company type in that state. Go to that state's Secretary of State website and search for "foreign corporation" or "foreign LLC" to find the right form.
- Complete the application. The state usually wants to know your company's name, the state where you were originally registered, your registered agent's information, and your principal place of business in that state.
- File the form with the state's Secretary of State, usually by mail or online.
- Pay the filing fee.
The filing fee varies by state and by company type, and states change these fees by administrative schedule. Check the state's current fee schedule before you file. Delaware, for example, publishes its schedule at corp.delaware.gov/fee, and a new Delaware schedule takes effect on August 1, 2026.
Keep in mind that after you file, you may also have to register with that state for tax purposes, obtain a local business license, or register for state payroll and unemployment insurance taxes if you hire employees there.
🌏 If it does not
The filing requirement applies to you exactly the same way. You file a Certificate of Authority (or its equivalent in that state) when your corporation or LLC operates in a state where it was not originally formed.
The process is the same. Find the correct form on the Secretary of State website, complete the application with your company information, and file it. Pay the fee that the state charges.
Non-residents often run into trouble at this step because they assume the filing is optional or that the state will not enforce it. States do enforce it. If you are doing business in a state without qualifying your company there, the state can:
- Prevent your company from using the state courts to sue someone, even if they owe you money.
- Impose penalties and fines on your company.
- Suspend your company's right to do business in that state.
- Make it harder for you to maintain good standing.
"Doing business" has a broad definition. It includes selling products or services to customers in the state, maintaining an office there, and having employees there. Simply taking online orders from customers in that state may or may not trigger the requirement, depending on the state. If you are unsure, file. The filing fee is a small cost compared to the risk of penalties.
The filing requirement applies to everyone
Because the requirement is based on where your company operates, not on who owns it, the answer is the same for a U.S. person and a non-resident. You both file. The document's name is determined by the state you are in, not by your nationality or where you live.
| Aspect | 🇺🇸 U.S. Person | 🌏 Non-Resident |
|---|---|---|
| Do I have to file a Certificate of Authority? | Yes, if your company does business in a state where it was not registered | Yes, same requirement |
| What is the filing fee? | Varies by state; check the state's current fee schedule | Varies by state; same fees as for any founder |
| What is the document called in California? | Certificate of qualification (corporation) or certificate of registration (LLC) | Same document name |
| What is the document called in Delaware? | Qualification under 8 Del. C. § 371 (corporation) or registration under 6 Del. C. § 18-902 (LLC) | Same procedure |
| What if I do not file? | The state can prevent your company from using the courts and impose penalties | Same consequences |
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Assuming your company can operate in another state just because you have an EIN. An EIN covers federal taxes, not state registration. You still need to file with that state.
- Searching for "Certificate of Authority" in California or Delaware and concluding that the requirement does not apply to you. The requirement applies. Those states use different names for the filing, and Delaware handles foreign LLCs by filing and endorsing an application for registration.
- Overlooking the requirement altogether because you are doing business online. Some states have a "transaction of business" definition that includes online sales to residents.
🌏 If it does not
- Skipping the filing because the state is far away and you do not have employees there. The state will still enforce the requirement if you are selling to its residents.
- Filing in one state but forgetting to file in another state where your company also operates. Each state is separate; filing in Wyoming does not count toward your filing in California.
- Waiting until the state sends you a notice before filing. By then, penalties and fines have often accumulated.
FAQ
What does it mean for a company to be "doing business" in another state?
Each state defines this differently. Generally, it includes operating an office, selling products or services in the state, having employees there, and owning or leasing property. Some states include online sales to their residents. Check your state's Secretary of State website for the specific definition.
Is a Certificate of Authority the same as a Certificate of Good Standing?
No. A Certificate of Good Standing is a document issued by the state where your company was originally formed. It shows that your company is in compliance with state requirements. A Certificate of Authority is what you file when you want to operate in a different state.
Do I have to file a Certificate of Authority if I only have customers in another state but no office there?
The answer depends on the state's definition of "doing business." Some states require registration if you have any business activity there. Others do not require it for online sales. Check your target state's Secretary of State website to be sure.
Does a Certificate of Authority expire?
The certificate itself does not carry an expiration date. What you have to keep up is the registration behind it: the state will require ongoing filings, usually an annual or biennial report with a fee. If you stop filing, the state can revoke the certificate of authority, and your company loses the right to do business there until you fix it. Wyoming, for example, provides for revocation and reinstatement of a foreign LLC's certificate of authority (W.S. § 17-29-114).
Can I get a Certificate of Authority for a non-profit organization?
This depends on the state. Non-profits have their own registration rules, and the documents they file are usually called something different. Check your state's Secretary of State website for non-profit-specific instructions.
What if the state's Secretary of State website does not have a clear form for a Certificate of Authority?
Call the Secretary of State's business filing office. They can tell you which form to file and where to find it. The office is usually listed on the state's website.