Practice Management Member Conversations

Yes, you have to not only be registered as an Architect to practice in that state, but also register as a business.  Some states have required us to have an in-state agent to be served legal notices.

Regan, very interested in your comment regarding having an agent of service. To my knowledge only Nevada required a physical presence. Can you share which other states do?

That all depends on the state. Some states require a firm license, and some do not. Most of those requiring a firm license will require you to register your firm with their state. If so, you become a "foreign" entity in that state. To be sure, contact the Board in those other states where you practice.

For us, it depends on the project. We're in Washington and we've done some projects in Oregon and Idaho without being registered as a business entity in those states. We did pursue work for a project in Oregon that required that we be a registered business in Oregon, so we registered our business there. I believe the project was a state-funded project, which might have been what drove their requirement for a business license in the state.

I don't know about other state requirements, but it has been dependent on the client for us. 

This license was only to do business there; it doesn't meet the requirement for an architect licensed in that state, which is a separate matter.

Yes, you need to register your firm's existence in the other state. This is because corporations, including LLCs, are permitted to exist at the pleasure of the state which grants their corporate status. Typically the Secretary of State's office does that for a modest fee.  If you are a foreign (out of state) corporation, the other state wants to be compensated for granting you the privilege of acting as a corporation in their state.  

Partnerships and sole proprietors may be seen and treated differently, since people don't have the ability to be "perpetual" as a corporation may be treated.

Since you will be a "Foreign LLC", you will need a registered agent with an address in that state, just in case the other state's S of S needs to contact you.  There are companies which specialize in being registered agents.  You might get a pittance of a cost reduction if you have the same overall company as your registered agent.  

"IF" something bad were to happen on a project in one of those other states, one of the first things that will be asked is "were you legally providing services?" and if the answer was no, there would be business problems  and likely insurance coverage problems.

Also, have you checked with the other states to see if you, as an architect registered there, can provide services without the other state asking you to also register your firm with them?  Even as a Washington-registered architect, domiciled in Washington, I have to pay our board $100 or so annually for firm registration, and I'm a sole practtioner with no employees.

Ultimately the other states' Revenue department may find out that your firm exists as a foreign LLC, and may require income or excise tax in proportion of the income from projects in their state to all of your projects.

 > a quarter century ago, I managed my then-firm's projects for a very good international client.  Getting me registered, and getting the firm signed up with14 or so other states, was basically just a marketing activity so that we would be assigned work wherever.  After that, there was an annual renewal form to complete, and another payment to the registered agents. In all that time, only two states asked for their slice of the pie for excise tax based on providing professional services there.

------------------------------
Joel Niemi AIA
Joel Niemi Architect
Snohomish, WA
------------------------------

Ashish:

While this may vary by State, it is my understanding that a business entity must be registered with the Secretary of State or other appropriate State office, in any State in which it conducts business. Further, it is required by most states that the entity is a registered firm with the State's Architectural Registration Board and that Architect in responsible charge is licensed in the State PRIOR to soliciting Work, advertising, or promoting its services in that State. Again, these requirements vary by State, so recommend that you solicit appropriate legal advice.

I have reciprocity licenses in NY, RI, SC, FL, MI, OH, WY, CA and have not been required to also register as a business. I have a CA S-Corp, although when designing a project in another state I do so as an independent architect. I will ask an architect colleague who is  licensed in more states, although he's never mentioned business registrations. To my thinking, having an approved architectural license in another state enables conducting such a business. 

Yes, I am currently on the Maryland Board of Architects, and we do require that the individual with responsible control/responsible charge be licensed in our state and that their firm be licensed as well (Maryland Board of Architects - Division of Occupational and Professional Licensing - Maryland Department of Labor).  The District of Columbia (§ 47–2853.65. Licensure of professional design firms. | D.C. Law Library) and Virginia (A416-04BUSREG - BUSINESS ENTITY REGISTRATION/REINSTATEMENT APPLICATION) have the same policy.   

Thank you all for the detailed responses. My action item is clear - I need to register my LLC as a foreign entity stat!

Appreciate your time and insights.

Ashish

Yes.

My LLC is registered as a business in New Jersey, and the LLC is also registered as a foreign entity in Pennsylvania.  As an individual, I am a registered architect in both of these states.  My LLC is also registered with the Board of Architects for each state.