The term ‘Foreign Corporation‘ sometimes confuses people. Though it can also refer to a corporation from a different country, when business advisers refer to a Foreign Corporation or LLC, they are usually talking about a domestic company with permission to operate in a state other than the one the company was formed in. This permission is often called a ‘foreign qualification,’ and it effectively registers your company with the new state so the state can collect taxes. With it, you can open up another branch of your company, or move your base of operations, without changing states. But why would a business want to do that?
Why would you want a foreign qualification?
There are a few reasons why a business chooses to qualify as a foreign entity in other states. One of the main ones being that the company simply wants to expand its operations – sales could be strong in their home state, and they figure they’ll take a crack at opening another store or office in a neighboring state. Since you need permission to do business in another state, they pursue a foreign qualification. However, some business owners also believe that they may save money on taxes by forming a business in a state like Nevada or Delaware, and then qualifying in the state they actually do business in. There are pros and cons to incorporating in another state, so be sure to weigh your options carefully.
Although federal taxes are not dependent upon where you live in the United States, there are some drastic differences between how states collect taxes from their citizens – considering the different rates they tax for income, property, luxury goods, and even common necessities such as food and clothing. If you have flexibility about where you live, perhaps it is worth it to move to a state with lower taxation rates in categories that apply to you and your family.
One of the first decisions every business owner needs to make is what entity to file their business as, and that choice is typically between LLCs vs. Corporations. Really the decision comes down to what fits the needs of the business owner and the business, but there is still discussion on which entity is best. Here at MyCorp, we gathered together a panel of professionals to get their expert advice on LLCs vs. Corporations and which is the best to form for your business. Which side are you on?
1. “Generally speaking, corporate status is preferable. Banks typically don’t view LLCs as favorably during the loan application process and corporations don’t pay taxes on fringe benefits. These include group-term life insurance, medical reimbursement plans, medical insurance premiums, and more.”
- John Boyd, Principal, The Boyd Company, Inc.
Lisa Garrison, Attorney, Smith Moore Leatherwood
At the firm of Smith Moore Leatherwood LLP, Lisa Garrison maintains an active business litigation practice advising and representing clients in anything from claim appeals to multiple jury trials, but she also has an active presence with companies that have socially beneficial missions. Lisa serves as the founder of the firm’s “Benefit Corporation Team” or the “B Team” which focuses on exploring and serving the legal needs of aspiring or existing “benefit” or “B Corp” companies – for-profit businesses that seek to better the world through identified social missions and by focusing on sustainability and TPL/3BL (the “triple bottom line” pillars of profits, people, and planet).
Today, we’re discussing with Lisa how the “B Team” came to be at Smith Moore Leatherwood LLP and the assistance it provides Benefit Corporations in need, the financial advantages that come with forming a B Corp, and why every entrepreneur needs to read up on the pros and cons of Benefit Corporations before starting one up.
Jay Coen Gilbert, B Lab Cofounder
When we first started taking a closer look at benefit corporations, we were really building off of the momentum that began with B Lab, the nonprofit that pushes for Benefit Corporation legislation and certifies B Corps. Little did we know, we’d be interviewing Jay Coen Gilbert, one of the three cofounders of B Lab, on our blog! We were so excited, we added a few extra questions in today’s interview where Jay tells us about the benefits forming a B Corp brings to society and the environment, and that for all companies, it’s most important to take the first step and see where you stand.
1. What’s the source of your passion and inspiration that drove you into your leading role in the Benefit Corporation movement?
B Lab’s three cofounders, Bart Houlahan, Andrew Kassoy and I (Jay Coen Gilbert), all share a passion for using market forces to address society’s greatest challenges. We’ve worked in business for most of our careers and hope to harness the amazing talent, passion and resources we’ve seen there to make a better world. Ultimately, we founded B Lab to serve those entrepreneurs who are using business as a force for good.
Our blog has taken a turn for the Benefit Corporation lately, inspired by the momentum started by B Lab, the founders behind the movement, and this month we’ve created an infographic on how this fairly new entity has been taking the nation by storm. 20 states, along with Washington D.C., have passed Benefit Corporation legislature and our infographic goes in depth to discuss the growth of the B-Corp to come, a look at a few famous companies that you might not know are B-Corps, and a timeline that looks into how long it took states like California, Maryland, and Delaware to enact Benefit Corporation legislation.
Entrepreneurs, take note! There’s big news on the B Corporation front – this August, Delaware became the 19th state to enact benefit corporation legislation, a move that signals the new business entity’s staying power.
While it’s true that 18 other states and D.C. are already on board the B Corp train, Delaware has an especially longstanding, notable reputation as a corporate haven, and as an important and influential player in the business community. In other words, people in business pay extra attention to Delaware, and when Delaware passed benefit corporation legislation, it was a very big deal. The state’s legal recognition of benefit corporations will spark more momentum for a movement that aims to sink legal teeth into the notion that companies should mold their missions to benefit society as a whole, instead of primarily focusing on maximizing profits for shareholders.
Tucked away on the East Coast and the sixth most densely populated state in the United States, “The First State” Delaware holds another nickname when it comes to business as the “incorporation capital of the world.”
Delaware is the legal home to more than a million business entities, including 50% of all U.S. publicly traded companies and 64% of the Fortune 500. Additionally, the state recently became 19th state to enact benefit corporation legislation, allowing companies the ability to register within Delaware as a benefit corporation.
The advantages and disadvantages of incorporating in another state are hotly debated. We’ve seen a lot of other business-filing companies and services extol the virtues of incorporating in Nevada or Delaware, but the reality of the situation is a bit more nuanced. More often than not these other companies are trying to convince you of the need of their services and, while we could do the same, we want to actually help people, not just sell them something. For most businesses, incorporating outside of their home state isn’t a good idea. You have to contend with foreign qualification fees, regulations, licensing, and, to top it all off, the main state you do business in will probably still want to collect the same amount of taxes as they would if the business was formed in its borders. So the question inevitably shifts from ‘should you go to another state?’ to ‘in what cases would forming in another state be advantageous?’. Well, you’d typically want to form outside of your home state for the following reasons.
Welcome to our weekly Business Basics post! In case you missed last week’s entry to the series, we are dedicating every Tuesday to helping explain the facets and aspects of starting and running a business that typically get overlooked.
Initial and annual reports (also known in some states as Statements of Information), while not particularly glamorous, keep your business in good standing. Plus if you misfile them, or file them late, your corporation or LLC could be slammed with fees, or even dissolution. Two things that you clearly want to avoid. But what are these reports, and what are they supposed to say?