Arkansas Foreign Registration · Do I need to?
The Arkansas test for an out-of-state LLC
Arkansas requires an out-of-state LLC to be registered before it starts doing business there, and one that is not can be fined up to $5,000 in each twelve-month stretch. The statute does not define doing business. It lists 11 activities that do not count (A.C.A. 4-38-905(a)), so the question turns on whether your Arkansas activity is one of them.
The rule
The registration section is blunt. Arkansas does not let an unregistered foreign LLC do business, and it closes the state's courts to one that is already operating without registration (A.C.A. 4-38-902(a)-(b)). Whether the company is in breach depends on what "do business" means, and that is left to the exemptions.
The eleven activities that do not count
| Number | Activity |
|---|---|
| 1 | Court, mediation or arbitration matters, including defending and settling them |
| 2 | Internal affairs, including meetings of members or managers |
| 3 | Keeping accounts in financial institutions |
| 4 | Keeping offices for the transfer and registration of the company's securities, or trustees or depositories for them |
| 5 | Selling through independent contractors |
| 6 | Soliciting or obtaining orders by any means where acceptance happens outside Arkansas |
| 7 | Taking on or buying debt, mortgages or liens on property |
| 8 | Securing or collecting debts, enforcing security, and holding, protecting or maintaining property |
| 9 | An isolated transaction that is not in the course of similar transactions |
| 10 | Owning property, without more |
| 11 | Doing business in interstate commerce |
Item 8 reaches holding and looking after property, and item 10 reaches ownership by itself. A landlord LLC with a single rental house is closer to the exempt side than one with a staffed property business.
Two more rules in the same section
First, owning or helping to run an LLC that operates in Arkansas does not make the individual a business operating here (A.C.A. 4-38-905(b)), so owners need not register themselves. Second, the list does not decide when other laws can reach the company for process, tax or regulation (A.C.A. 4-38-905(c)). Registration and tax are separate questions.
Situations
Employees working from Arkansas. People who work for the company in the state on an ongoing basis create a presence that none of the eleven items covers.
A storefront, warehouse or crew. None of the eleven items covers them.
One job in Arkansas. The isolated transaction item is not tied to a number of days in the LLC statute; it asks whether the deal is outside the course of similar transactions. A one-off job is closer to it than the first of several.
Online sales shipped into Arkansas. Where orders are accepted outside the state and shipped in, the solicitation and interstate commerce items point to the exempt side, subject to other laws.
Owning a rental property. Item 10 covers owning property without more, and item 8 covers holding and maintaining it. Active operation of the property is a different matter.
A lender or a collection business. Items 7 and 8 cover creating debt and collecting it.
Corporations have a similar list
No foreign business corporation may transact business here until it has obtained a certificate of authority. The guide the Secretary of State publishes on the subject lists 11 non-qualifying activities, among others (A.C.A. 4-27-1501(b)). That list sets a firm 30 days for an isolated transaction, which the LLC list does not. A corporation that fails to obtain the certificate cannot maintain a proceeding on a cause of action from its Arkansas business and can be liable for civil penalties from $100 to $5,000. Form F-01 is the application.
The cost of getting it wrong
An LLC that does business here unregistered owes the fees it would have paid, can be fined up to $5,000 for each twelve-month stretch, a part-stretch counting in full, and may be barred from further business until it complies. It cannot sue in Arkansas courts. Its contracts stay valid and it can defend itself. The penalty page covers each.
If you are over the line
Register now. The route is on the full guide, using Form FL-01 at $270 online. Our fee for preparing it is $199. Whether you are doing business, and how to handle the earlier period, depend on your facts; an Arkansas business lawyer can tell you.
A short checklist
- Do people work for the company in Arkansas on a continuing basis?
- Does it keep premises, stock or equipment here?
- Does it sign Arkansas contracts as a regular part of its business?
- Are all its Arkansas contacts on the list of eleven?
- Would it ever need to sue in an Arkansas court?
A yes to any of the first three points toward registering. A yes to the last means registration must be in place before the suit.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Situation questions
Must an LLC that owns one Arkansas house register?
Owning property by itself is among the exempt activities, as is holding and looking after it. Running a business from it is different.
Does a member living in Arkansas change the answer?
Being a member or manager is not itself doing business. What the company does in the state decides.
Do I register just to sue a customer in Arkansas?
A foreign LLC doing business here must be registered to maintain an action. A company with no business here is outside that rule.
Is there a day count for an isolated deal?
Not in the LLC list. The corporation list uses 30 days.
Can the Secretary of State tell me whether I must register?
Its Corporations Division says it cannot indicate whether a particular foreign corporation must qualify.
Our fee and the Arkansas fee
Register in Arkansas
+ $270 Arkansas fee
- Form FL-01, Application for Certificate of Registration of Foreign Limited Liability Company, filed online at the lower fee
- Your home state's certificate of existence, ordered for the filing
- An Arkansas registered agent: ours, or the one you already have
- The filed certificate of registration, sent to you with your first franchise tax date
- Renewal: after the first year, the agent service renews at $149 a year
$199
Arkansas
Start my Arkansas filingWe show our fee and the Arkansas fee as two lines at checkout. The Arkansas fee passes through at cost. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official pages used
- Arkansas Secretary of State, foreign LLC forms and fees
- Arkansas Form FL-01
- Arkansas LLC franchise tax report and instructions
- Arkansas Secretary of State, foreign corporation forms and fees
- Arkansas Act 1041, Uniform LLC Act
- Arkansas Secretary of State, foreign corporation transacting business
- Arkansas Secretary of State, business services FAQ
Working in Arkansas?
File through us and your company pays the online rate while we handle the certificate, the application and the agent.