Say you formed an LLC in Indiana and then open a shop in Michigan. To Michigan, your company is a foreign LLC. Before it does business there, Michigan wants it to file an application and name a resident agent at a Michigan street. Michigan’s word for registered agent is resident agent. The job is the same: someone who can be handed a lawsuit for the company. It is not a mailbox.
States use different names for the filing. Michigan calls the result a certificate of authority. Florida does too. Indiana calls the filing a foreign registration statement. People in the business call all of it foreign qualification.
When an LLC has to qualify in another state
The trigger is “transacting business” or “doing business” in the state. The statutes do not give one clean test. They do list things that are not enough on their own. Florida’s list, in Fla. Stat. § 605.0905, includes these:
- Holding meetings of the managers or members.
- Maintaining bank accounts.
- Selling through independent contractors.
- Taking orders that only become contracts once accepted outside Florida.
- Interstate commerce.
- A single transaction finished within 30 days that is not one of a series of similar deals.
- Owning property, without more.
Florida says the list is not complete. Indiana’s statute, IC 23-0.5-5-5, has a similar list, including defending a lawsuit, holding internal meetings, and keeping bank accounts.
The plain cases are the opposite. An office, a store, a warehouse, or staff working in the state on the company’s regular business usually point toward qualifying. If you are not sure, read the state’s list and ask a lawyer. A guess in either direction costs money.
What the filing asks for
The forms ask for the same handful of things.
- Proof from home. A certificate of good standing or existence from the state where the LLC was formed. Michigan’s form wants one dated no more than 30 days before LARA receives the application. Florida’s statute wants one dated no more than 90 days before delivery. What is a certificate of good standing covers how to order it.
- The company’s name. If the name is taken in the new state, you may need to use a different name there.
- A registered agent in the new state. A name and a street in that state. Florida’s form makes the agent sign an acceptance.
- The fee.
| State | Form | State fee |
|---|---|---|
| Michigan | Form CSCL/CD-760, Application for Certificate of Authority to Transact Business. Lists the Michigan registered office street and the resident agent. | $50, nonrefundable |
| Florida | Application by Foreign Limited Liability Company for Authorization to Transact Business. The registered agent signs an acceptance. | $100 filing plus $25 to designate the registered agent |
| Indiana | Foreign registration statement, under IC 23-0.5-5-3. Every entity keeps a registered agent and office in Indiana. | Check the INBiz page on the day you file |
Why you need a registered agent in each state
A registered agent is tied to one state. Your agent in Indiana cannot take a Michigan lawsuit for you at an Indiana street. Each state you qualify in wants its own name and its own in-state street on file. Indiana’s INBiz page says each business entity must continuously maintain a registered agent and a registered office in Indiana, and that a business cannot act as its own registered agent.
That means one agent per state. Three states, three agent lines. You can be the agent yourself in a state where you live and meet the rules, and hire one in the others. A commercial agent company can cover several states on one account. What is a commercial registered agent? covers how that works. How much does a registered agent cost? covers the yearly bill per state.
The scorecards for Michigan and Indiana grade the commercial agents there, with each state’s own street rules.
How to qualify, step by step
- Order the home-state certificate. Get a fresh certificate of good standing from the state where the LLC was formed. Watch the age limit: 30 days for Michigan, 90 days for Florida.
- Check the name. Search the new state’s business records for your company name. If it is taken, the new state will tell you what it allows.
- Line up the agent. Pick a person or company with a street in the new state. Get the signed acceptance if the state asks for one.
- File and pay. Use the state’s portal or form. Keep the filed copy and the receipt.
- Put the new dates on your calendar. The new state’s annual filing and its agent renewal are now yours to track.
What happens if you do business without qualifying
The states agree on the first problem: you cannot sue in their courts until you fix it.
- Michigan. MCL 450.5007 says a foreign LLC that transacts business without a certificate of authority cannot maintain an action, suit, or proceeding in a Michigan court until it gets one. It also says that by doing business there without one, the company appoints LARA as its agent for service of process on claims from that business. A lawsuit can reach the state office and you may not hear about it in time.
- Indiana. IC 23-0.5-5-2 says a foreign entity may not do business in Indiana until it registers. Until it does, it may not maintain an action or proceeding there. It is liable for a civil penalty of up to $10,000.
- Florida. Fla. Stat. § 605.0902 says a foreign LLC may not transact business in Florida until it obtains a certificate of authority.
The contracts you signed usually still stand. The problem is collecting on them in court, plus the fees and penalties to catch up.
After you qualify
Qualifying adds a second set of yearly chores. The new state will want its own annual report or similar filing. Michigan’s annual statement applies to a foreign LLC authorized there as well as to Michigan LLCs. Indiana’s Business Entity Report applies to foreign businesses too. LLC annual report: what it is, when it is due, and what it costs covers those dates.
Keep the agent line current in every state. If an agent resigns in one state, that state’s clock starts, even if nothing changed at home. How to change a registered agent on an LLC covers the order of that filing.
If you stop doing business in a state, file that state’s withdrawal. Until you do, the annual filings and the agent requirement keep running.
Short answers
Should I just form the LLC in the state where I do business?
Often, yes. If all the work happens in one state, forming there avoids paying two states and keeping two agents. Forming somewhere else and then qualifying at home means both states’ fees and filings.
Do I need to qualify where my remote employee lives?
It depends on the state’s rules and the facts. Remote staff can count as doing business. Taxes and payroll registration are separate questions. Ask a lawyer or an accountant for that state.
Can one registered agent cover every state?
One company can, if it has an office in each state. One person usually cannot, because the agent needs a street in each state where the LLC is registered.
Sources
Pages below were read October 20, 2026.
- Michigan LARA, Form CSCL/CD-760, Application for Certificate of Authority to Transact Business in Michigan for a foreign LLC. $50 nonrefundable fee. Michigan registered office street and resident agent. Good-standing certificate dated within 30 days.
- MCL 450.5007. No action in a Michigan court until the certificate of authority is obtained. Doing business without one appoints the administrator as agent for service of process on claims from that business.
- Michigan LARA, Annual Reports and Annual Statements. The annual statement applies after organization or qualification.
- Indiana Code 23-0.5-5. Registration before doing business. No action until registered. Civil penalty of up to $10,000. Foreign registration statement contents. Activities that are not doing business.
- Indiana INBiz, Registration. Each business entity continuously maintains a registered agent and registered office in Indiana. A business cannot be its own registered agent.
- Indiana INBiz, Business Entity Report. Filed every other year, including by foreign businesses, which are revoked if it is missed.
- Fla. Stat. § 605.0902. A foreign LLC may not transact business until it obtains a certificate of authority. The application names a Florida registered agent and street, with the agent’s acceptance, and includes a home-state certificate dated within 90 days.
- Fla. Stat. § 605.0905. Activities that do not constitute transacting business, including meetings, bank accounts, independent contractors, interstate commerce, an isolated transaction completed within 30 days, and owning property without more.
- Florida Division of Corporations, foreign LLC application (CR2E027). $100 filing fee and $25 registered agent designation. The agent signs an acceptance.