docs(dexit): handle foreign-qualification complication on a move
A DE corp foreign-qualified in CA/NY/etc must update EVERY foreign registration when it domesticates (withdraw in the destination state since it becomes domestic there; amend or re-file in the rest to reflect the new home state) -- getting it wrong = doing business unregistered (default judgments/penalties). We already have the building block (foreign-qualification-single/multi SKU + ForeignQualificationHandler that fans out per state + migration 066/073 schema); missing is amend/withdraw modes + an intake step capturing the list of qualified states. Product = multi-part, priced per state touched (revenue multiplier), scoped at intake.
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@ -110,6 +110,70 @@ state paperwork and set up RA + first annual report; the client's lawyer handles
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corporate-approval documents. That matches how the DEXIT page is already written
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("your counsel just reviews the board and stockholder consent").
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## Complication: the company has foreign qualifications in other states
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This is common and important. A Delaware corp that operates in California, New York,
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Texas, etc. is "foreign qualified" (registered as a foreign entity / has a Certificate
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of Authority) in each of those states. When it domesticates DE -> NV/TX, every one of
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those foreign registrations is affected. Getting this wrong means the company is
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suddenly doing business unregistered in states where it operates - default judgments,
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loss of court access, penalties. So this is part of the core offer, not an afterthought.
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### What actually has to happen to the foreign registrations
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After a conversion/domestication, the entity is the *same legal person* but its
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**home (domestic) state changed**. In each state where it was foreign-qualified:
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- **The state where it is moving TO** (say it domesticates to Texas but was foreign
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qualified in Texas): the foreign registration must be **withdrawn/cancelled** because
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the company is now a *domestic* Texas entity - you cannot be both foreign and
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domestic in the same state. (This is exactly why ~zero of our OTC sample were
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TX-incorporated even when TX-based: they were DE corps foreign-qualified in TX.)
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- **Every OTHER state it was qualified in** (CA, NY, FL, etc.): the foreign
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qualification generally **stays in place but must be updated** to reflect the new
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state of incorporation and (often) a new formation date / charter document. States
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differ:
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- Some accept an **amendment to the foreign registration** (file an amended
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Application for Authority / Statement of Change reflecting the new domestic state).
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- Some require you to **withdraw the old foreign registration and re-file a new one**
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from the new home state.
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- A handful treat the domestication as a non-event if the name + identity are
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unchanged, requiring only an informational update at the next annual report.
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- **Name conflicts** can surface: a name available to a DE corp as "foreign" in a state
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might collide on re-domestication; we should run name availability in each qualified
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state as part of the move.
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### Good news: we already have the building block
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We have a working **foreign-qualification** capability:
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- SKUs `foreign-qualification-single` ($149 + state fee) and `foreign-qualification-multi`
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(discounted per-state), `ForeignQualificationHandler` that **fans out per state**,
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a `state_registrations`/foreign-qual schema (migration 066/073), and the same
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formation state-adapter pool. So re-qualifying or amending in N states reuses
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existing plumbing - we don't build it from scratch.
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- What's missing is the **amend / withdraw** modes (the handler today is oriented to
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*new* registration), and an intake step that asks "which states are you currently
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foreign-qualified in?" so we can fan the move out across them.
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### Product implication
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The conversion offer should be **multi-part and priced per state touched**:
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1. Core domestication (DE-out + new-state-in) - the base fee.
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2. For each state the company is foreign-qualified in: an **amend / re-qualify /
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withdraw** line item (reuse foreign-qualification per-state pricing).
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3. Withdraw the now-redundant foreign registration in the destination state if one
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existed.
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4. Update the registered agent in each affected state where we maintain it.
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This is also a **revenue multiplier**: a single DE corp qualified in 5 states is one
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domestication + ~5 foreign-qual amendments + recurring RA/annual-report in each. But
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it must be scoped at intake - we have to ASK for the list of states up front, estimate
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per-state, and disclose that government fees vary and are billed at cost.
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### Intake + data we must capture for a move
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- current domestic state (DE), destination state (NV/TX/FL), entity type
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- entity name + EIN (kept), current good-standing + franchise-tax status in DE
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- **the full list of states where the company is foreign-qualified** (and its DBA/
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assumed names in each) - this drives the per-state fan-out
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- where it actually operates / has nexus (to advise whether to keep each qualification)
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- whether counsel is handling the board/stockholder consent (always yes)
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## Recommended build plan (generic corporate flow + a "move" capability)
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Keep it generic, not DEXIT-specific:
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