U.S. expansion compliance package

Core decision point: foreign qualification vs forming a new domestic entity - Explain legal difference: an out-of-state LLC doing business in a state typically must register as a “foreign LLC” (foreign qualification).

Provide guidance on how to decide (physical presence, employees, property, contracts, regular sales) and steps to obtain a Certificate of Authority / Foreign Registration. Include the need for a Certificate of Good Standing from home state and appointment of a registered agent in the new state. 2) Federal registrations & requirements - EIN (IRS) procedures and timing; S-corp election (Form 2553) timing and consequences. - Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (FinCEN): who must file, common exemptions, timeline and 30-day update requirement for changes. - Federal payroll tax requirements (withholding, Social Security/Medicare, FUTA).

Core decision point: foreign qualification vs forming a new domestic entity

2) Federal registrations & requirements

2553) timing and consequences. - Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (FinCEN): who must file, common exemptions, timeline and 30-day update requirement for changes.

• Explain legal difference: an out-of-state LLC doing business in a state typically must register as a “foreign LLC” (foreign qualification). Provide guidance on how to decide (physical presence, employees, property, contracts, regular sales) and steps to obtain a Certificate of Authority / Foreign Registration. Include the need for a Certificate of Good Standing from home state and appointment of a registered agent in the new state.
• EIN (IRS) procedures and timing; S-corp election (Form
• Federal payroll tax requirements (withholding, Social Security/Medicare, FUTA).

State tax registration & nexus - State income/franchise tax registration where taxable presence exists; sales & use tax registration and economic nexus thresholds; withholding account for employees; franchise and gross receipts taxes (state-specific differences).

Employment & payroll compliance - State unemployment insurance (SUI) account setup and rates, workers’ compensation insurance requirements (state-specific), state wage & hour (min wage, payday rules), new-hire reporting, multi-state payroll withholding rules.

Licenses & permits - State and local business license requirements and industry-specific licensing (health, professional, alcohol, construction). Provide links to state/local license lookup tools where available.

Ongoing corporate compliance - Annual reports, franchise taxes, registered agent maintenance, registered office, periodic reporting, and recordkeeping. Emphasize administrative dissolution risk and penalties for late filings.

Practical deliverables for the package (templates & checklists) - Expansion decision checklist (when to foreign qualify), state-by-state filing checklist (SoS link, foreign registration form name, typical documents required, fee range, processing time), federal registration checklist (EIN, BOI, S-corp election), state tax registration checklist (DOR links), payroll/employment checklist, licensing lookup links, sample Certificate of Good Standing request, sample foreign qualification form checklist, registered agent onboarding template, compliance calendar template (annual report, tax, license renewals), estimated fee worksheet, and a list of recommended professional providers (registered agent firms, CPAs, employment counsel).

Notable state variances / attention states - Call out common complex states

California (broad definition of doing business and high fees/penalties), New York (publication requirement for some entities historically; complex payroll and state filing rules), Texas (no state income tax but franchise tax), Delaware (corporate-friendly formation but foreign qualification required in operating states), and states with heavy licensing or unique payroll rules (e.g., Massachusetts, New Jersey for health/disability withholding). Also highlight states with no income tax (TX, FL, NV, WY) but still require registrations and possible franchise or gross receipts taxes.

Common pitfalls - Failing to foreign qualify or register tax accounts, not appointing a registered agent, missing BOI deadlines, incorrect payroll withholding across states, ignoring local licensing, and failing to maintain a centralized compliance calendar.