| name | foreign-corporation-registration |
| title | Foreign Corporation Registration |
| description | Drafts a foreign corporation registration (Certificate of Authority) package to qualify a U.S. corporation for business in a new state. Extracts corporate identity, capital structure, officers, and registered agent details from uploaded records, then produces a jurisdiction-specific application with cover letter, document checklist, and filing instructions. Use when a corporation expands across state lines, opens offices or employs workers in a new state, or needs foreign qualification. Triggers: foreign qualification, certificate of authority, doing business, multi-state expansion. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/foreign-corporation-registration |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
Foreign Corporation Registration
Drafts a state-compliant Certificate of Authority application package for a corporation to lawfully conduct business outside its home state.
Prerequisites
Gather before drafting. If target state is unspecified, request it first — it controls all downstream requirements.
- Target state
- Articles of incorporation + all amendments, bylaws
- Certificate of Good Standing from home state (within 30–90 days; verify target state's recency window)
- Officer/director roster — full legal names, titles, addresses
- Registered agent in target state — name, physical street address (no PO boxes), consent to serve
- Capital structure — authorized shares, classes, par values
- Planned business activities in target state
Workflow
- [ ] Collect prerequisites
- [ ] Resolve name availability in target state
- [ ] Draft application sections
- [ ] Compile supporting document checklist
- [ ] Prepare cover letter and filing instructions
- [ ] Flag any missing info with legal explanation
Application Sections
1. Header
State-specific title, corporation's exact legal name (from articles), incorporation date/state, target state, form number if applicable.
2. Name Availability
| Scenario | Resolution |
|---|
| Available as-is | Use exact legal name |
| Unavailable/conflicting | Assumed name / DBA registration |
| Missing required designator | Add Inc./Corp. per target state rules |
| Name reserved | Attach reservation certificate |
3. Corporate Identity
Incorporation date, home state file number, principal office address, EIN, fiscal year end, authorized capital (shares, classes, par values, preferences). Reflect all amendments with certified copies.
4. Officers & Directors
Full legal name, title, business address for each. Must match home state records exactly — inconsistencies cause rejection.
5. Registered Agent
Physical street address in target state (no PO boxes). Include written consent to serve using state's official form or notarized statement. Must be a resident individual, authorized entity, or licensed agent service.
6. "Doing Business" Analysis
Triggers registration: office/warehouse/retail space, employing in-state workers, owning/leasing real property, maintaining inventory, regular in-state commercial transactions.
