Incorporation

Does a Delaware corporation need to register in other states in the US?

Louis Hatzis

February 10th, 2014

I'm incorporating a C-corp in Delaware. We will have rented office space in Burlington MA, but our business is conducted entirely online.  

Do I need to register the company with the state of Massachusetts?


Scott Milburn Entrepreneurial Senior Executive and Attorney

February 10th, 2014

As a general rule, you need to register as a foreign corporation in the state where you are actually located and conducting business.

Scott Swanson VP of Technology at Powerlytics Inc.

February 10th, 2014

The attorney for my business strongly recommended registering my Delaware corporation in the state of Washington, which is where we primarily conducted business. Had we not registered the business in Washington state, the business would not have had access to the court system or any state run business programs. -Scott -Scott Scott Swanson Email: navigator48@gmail.com Cell: 206-954-3370 Skype: chilired07 Linkedin: http://www.linkedin.com/in/srswanson

Tim Kilroy Analytics - LTV - Boosting Profits - Digital Marketing

February 10th, 2014

Yeah, I am pretty sure that you do...there is an annual franchise fee plus other stuff... ------- Tim Kilroy (617) 899-2436

Adam PMP Lean Transformation, Strategic Change & Benefit Realization Leader

February 10th, 2014

Yes - that is my understanding.  You need to register for your primary location for doing business.  The litmus test seems to be where you are receiving payments and maintain operational bank accounts.

Michael Grassotti Founder, Technologist & Coder

February 10th, 2014

I just went thru this process myself for an online business and used www.clerky.com - they are a y-combinator company that helps you register and file paperwork. Not getting a commission or anything but found it super helpful thought you might as well.

Nadia Shalaby Entrepreneur

February 10th, 2014

yes, you do, as everyone already noted

Hareesh Chandrupatla Data Science & Analytics for life sciences & healthcare

February 10th, 2014

You definitely need to register as a foreign corporation in Massachusetts where you are conducting business. You can refer to https://www.sec.state.ma.us/cor/corpweb/corfor/forinf.htm

Julie Krafchick Digital Media Professional: Design, Marketing, Startups

February 11th, 2014

Do you guys know when you start paying taxes on it? Is it when you formed your LLC or when you start doing business? 

Eric Landeen Director at doxo

February 11th, 2014

Not sure. But, I was surprised by the DE Franchise tax which I had to pay. They base it on authorized shares unless you use an alternative "par value" calculation. I logged on to the DE dept of revenue site to see what I owed and it said I owed $52K (it defaults to calculating the tax based on number of authorized shares)- I almost had a heart attack. But using the par value calc I got it down to $400.

Rob G

February 11th, 2014

Julie, we are not incorporated in DE, but i would suspect that it depends on what kinds of taxes are levied in MA.  In WA we pay no state income tax, but there is a B & O tax (business and occupation), in Redmond there is a "Redmond City head tax" so if we have employees in Redmond we would pay RC head tax, L&I, payroll taxes, etc.  until the company starts to generate revenue then we don't have to worry about paying B&O or sales tax, but we do have to file returns with dept. of revenue and Labor and industries (if we are paying salaries). A local accountant should be able to provide guidance there.