I am active duty military and looking to create an llc for a web app I'm building in my free time. I am a Florida resident but I'm stationed in Georgia. I'd like to keep everything in Florida if possible. Can I just register in Florida, or do I need to create it in Georgia? Either way would I need to register in one state as a foreign entity?
Extract from Georgia statute is below- if you're doing just the following things, you may not need to register as a foreign entity in Georgia:
(b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purpose of qualification under this chapter, solely by reason of carrying on in this state any one or more of the following activities:
(1) Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes; (Eg, doing a lawsuit)
(2) Holding meetings of its managers, members, or other owners or carrying on other activities concerning its internal affairs;
(3) Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of membership or other ownership interests in it or appointing and maintaining trustees or depositaries with relation to such interests;
(5) Effecting sales through independent contractors;
(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside this state before becoming binding contracts and where such contracts do not involve any local performance other than delivery and installation;
(7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property or recording the same;
(8) Securing or collecting debts or enforcing any rights in property securing the same;
(9) Owning, without more, real or personal property;
(10) Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;
(11) Effecting transactions in interstate or foreign commerce;
(12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state; or
(13) Owning directly or indirectly an interest in or controlling directly or indirectly another person organized under the laws of or transacting business within this state.
You should be able to register in Florida and as long as you are having only an internet pressense you shouldn't need to register as a foreign entity in another state.
user6492's posting of GA corp is by the letter. A comprehensive interpretation will have to come from a lawyer.
For all practical purposes, a web app as you've described thus far isn't likely to trigger the "substantial nexus" threshold. Why? See my answer to: Under what scenario would an out of state LLC NOT have to be registered? and this article.
Disclaimer: This post is not legal advice and does not constitute an attorney-client relationship.