Consulting out of state - Registering foreign corporation

Guest

First post here but I've done some searching and haven't seen this
specific issue addressed.

New consulting service recently incorporated in Nevada. My first
client is a 12 month engagement in GA but I am subcontracting through a
firm in MN on a corp-to-corp basis.
My contract is with the company in MN, not the GA business and all
time&expenses will come direct from the MN company. One last note, the
MN company is actually a third party servicer to Accenture.

my services are being provided onsite in GA.

So my question is, do I have to register as a foreign corporation in
GA? I think the answer is YES since I'm working in GA but wanted to
double check since I'm actually three companies removed from the GA
client and they aren't paying me directly.

The following is an excerpt from the GA General Assembly Code - GA -
48-7-31.
A corporation shall be deemed to be doing business within this state if
it engages within this state in any activities or transactions for the
purpose of financial profit or gain whether or not:
(1) The corporation qualifies to do business in this state;
(2) The corporation maintains an office or place of doing business
within this state; or
(3) Any such activity or transaction is connected with interstate or
foreign commerce.
(b)(1) If the entire business income of the corporation is derived from
property owned or business done in this state, the tax shall be imposed
on the entire business income.

If I do have to register, is there anything GA specific I should be
aware of? Resident agent requirements? Additional foreign corp
registration requirements? etc.

This is my first consulting engagement as a c-corporation so this is
all new to me. Thanks in advance for help.

maurice
mauric6943@aol.com

George King · Guest

<mauric6943@aol.com> wrote in message
news:11oem5n5fbvke54@news.supernews.com...
Quote:
First post here but I've done some searching and haven't seen this
specific issue addressed.

New consulting service recently incorporated in Nevada. My first
client is a 12 month engagement in GA but I am subcontracting through a
firm in MN on a corp-to-corp basis.
My contract is with the company in MN, not the GA business and all
time&expenses will come direct from the MN company. One last note, the
MN company is actually a third party servicer to Accenture.

my services are being provided onsite in GA.

So my question is, do I have to register as a foreign corporation in
GA? I think the answer is YES since I'm working in GA but wanted to
double check since I'm actually three companies removed from the GA
client and they aren't paying me directly.

The following is an excerpt from the GA General Assembly Code - GA -
48-7-31.
A corporation shall be deemed to be doing business within this state if
it engages within this state in any activities or transactions for the
purpose of financial profit or gain whether or not:
(1) The corporation qualifies to do business in this state;
(2) The corporation maintains an office or place of doing business
within this state; or
(3) Any such activity or transaction is connected with interstate or
foreign commerce.
(b)(1) If the entire business income of the corporation is derived from
property owned or business done in this state, the tax shall be imposed
on the entire business income.

If I do have to register, is there anything GA specific I should be
aware of? Resident agent requirements? Additional foreign corp
registration requirements? etc.

This is my first consulting engagement as a c-corporation so this is
all new to me. Thanks in advance for help.

maurice
mauric6943@aol.com

Maurice,

Save your self time and worry. Visit the website of the agency for
corporations in Georgia - often part of the Secretary of State's deparment -
and get a telephone number or email address. Get in touch with them
directly, give them the facts, and get an answer you can count on. I have
done this several times in several states, and it was a LOT easier than
trying to find and digest state statutes.

Good luck in your business.

George King
G.E. King Marketing

fp · Guest

You have three issues to work out. First is registering your company with
the Secretary of State in the State you are doing business. You have some
good advice in another reply.

The second is paying income taxes to the State/County/City where you are
working. As a general rule each tax jurisdiction has an agreement with other
jurisdictions to allow you to write off your tax liability against each
other so you are not double taxed. As an example, If you live in California
and work in Ohio both States will charge income tax on all of your income no
matter where it comes from. If you have income in both States then Ohio will
charge taxes on income in Ohio and California will charge income tax on all
of your income but give you a tax credit for the taxes paid in Ohio. Some
Counties/Cities have an income tax also. This will normally be figured as
part of your State tax.

The final is your tax home. If you work in a location exclusively or mostly
for 12 months or more or at least plan to, your tax home is in that location
and travel expenses are not tax deductible and if reimbursed they are
taxable as income.

Publication 463 explains the tax home concept.
http://www.irs.gov/publications/p463/ch01.html#d0e368
http://www.irs.gov/publications/p463/ch01.html#d0e413
http://www.irs.gov/publications/p463/ch01.html#d0e443

--
******************************
Fred Parker
Lynn Consulting Group, L.L.C.
http://www.lynnconsultinggroup.com
******************************

Victor Roberts · Guest

On Sat, 26 Nov 2005 07:28:30 -0000, "George King"
<news@geking.com> wrote:

Quote: Save your self time and worry. Visit the website of the agency for
corporations in Georgia - often part of the Secretary of State's deparment -
and get a telephone number or email address. Get in touch with them
directly, give them the facts, and get an answer you can count on. I have
done this several times in several states, and it was a LOT easier than
trying to find and digest state statutes.

I've got a question about this whole matter. I'm a
consultant organized as C Corp in NY. Many of my clients
are located in other states. Sometimes I work for a client
that I never meet. We communicate via phone and e-mail, I do
all the research from my NY office and send results via
mail, fax or e-mail. Am I correct that in these cases I do
no need to be concerned about registering in the client's
state?

However, on many other occasions I will attend meetings with
the client in their home state which may not be NY, or
testify at trial as an expert witness in a state other than
NY. Am I correct that in these cases I must determine if I
need to register as a foreign corporation?

--
Vic Roberts
Replace xxx with vdr in e-mail address.

Guest · Guest

Thanks for the replies.

I will try to contact the SOS of GA and see what information I can
gather. For those consultants out there who do work at client sites in
other states, do you always register as a foreign entitiy or save the
$75 and hope for the best?

Vic - I'm obviously no expert b/c I'm asking the same question but from
what I've seen on each Sec of State website there is a definition of
'doing business' in the state. Finding that explanation for the states
you travel in might answer your Q. From the states I've reviewed (NV,
CA, and GA) meetings, etc do not qualify as 'doing business'.

Fred, I found the following in one of the links you provided:
"Temporary assignment vs. indefinite assignment. If your assignment
or job away from your main place of work is temporary, your tax home
does not change. You are considered to be away from home for the whole
period you are away from your main place of work. You can deduct your
travel expenses if they otherwise qualify for deduction. Generally, a
temporary assignment in a single location is one that is realistically
expected to last (and does in fact last) for one year or less. "

In my case, the project is not indefinite and is intended to last for
one year so I think I'm ok from a travel reimbursement perspective.

Thanks again for the help.
maurice
mauric6943@aol.com