AI agents for business finance: what they can and can't do
What AI agents can do in bookkeeping, close, collections and compliance today, where a person must stay in charge, and how to judge a product.
The short answer
A company formed outside a US state that transacts business in that state generally has to register there as a foreign entity, called foreign qualification. Georgia's Secretary of State says a foreign entity must obtain a certificate of authority within 30 days of commencing business, with a $225 fee for most entities, and an LLC that does not can face a $500 penalty plus the fees it should have paid.
A Nigerian company that wins US customers eventually asks whether it needs to register in the US. The answer depends on what it does there. Selling to US clients from Lagos is one thing; hiring staff, leasing an office or keeping stock in Houston is another. In the US, company registration is a state matter, so the question is always: which state, and what are you doing in it?
Branch or subsidiary
| Option | What it is | Who is liable |
|---|---|---|
| Foreign-qualified branch | Your Nigerian company itself registers to do business in a US state | The Nigerian company directly |
| US subsidiary | A new LLC or corporation formed in a US state, owned by the Nigerian company | The US entity, with the parent's exposure generally limited to its investment |
Many foreign groups choose a subsidiary, partly because US banks, landlords and customers are used to dealing with US entities, and partly to keep US liabilities in a US company. A subsidiary that operates in a second state still has to foreign-qualify there. This is a structuring decision with tax effects in both countries, so take advice before choosing.
When registration is needed
States use the phrase "transacting business" or "doing business", and each defines it in its own law. Activities that commonly point to registration include having an office or employees in the state, holding inventory there, or regularly carrying on the company's main activity there. Activities often treated as not enough on their own include selling to customers in the state from abroad, holding bank accounts, and one-off transactions. Check the specific state's statute or ask a lawyer in that state.
Georgia: certificate of authority
The Georgia Secretary of State's Business Division FAQ says:
- A foreign entity must file within 30 days of commencing business in Georgia.
- The filing fee is $225 for most entities ($200 for foreign LLPs), with a $10 service charge for paper filings.
- An entity transacting business without authority may not be able to file a lawsuit in Georgia.
- For a for-profit corporation, the penalty is $500; for LLCs, LPs and LLLPs, it is $500 plus all fees that would have been imposed had the entity registered.
Once registered, a foreign entity files Georgia's annual registration like a domestic one; see annual report deadlines in Texas and Georgia.
Texas: registration forms
Texas uses a separate form for each entity type. For a foreign limited liability company, the Secretary of State's Form 304 (revised 09/26) carries a $750 filing fee. The applicant certifies that it exists as a valid entity under the law where it was formed, appoints a registered agent with a Texas address, and gives the date it intends to start, or started, transacting business in Texas; the form warns that late fees may apply. A Nigerian private limited company is a corporation for this purpose, so it would use the Secretary of State's form for foreign for-profit corporations, which states its own fee.
The Comptroller's franchise tax applies to taxable entities formed or doing business in Texas. For 2026 reports, the no tax due threshold was $2,650,000, but entities at or below it still file a Public Information Report or Ownership Information Report.
Costs to budget beyond the filing fee
- A registered agent's annual fee in each state where you register.
- Translation or certification of Nigerian documents if the state or a bank asks for them.
- State annual reports and any state franchise or income tax filings.
- US accounting for the branch or subsidiary, and transfer-pricing records if the US entity buys services from the Nigerian parent.
- Local business licences in the city or county where the office is.
Worked example only: a Nigerian company forms a Texas LLC subsidiary, then opens a sales office in Atlanta two years later. The Texas LLC is domestic in Texas; in Georgia it is a foreign entity, so it files Georgia's certificate of authority ($225 under the Secretary of State's FAQ) within 30 days of starting business there, and then files Georgia's annual registration each year as well as its Texas filings.
Practical steps
- Decide branch or subsidiary with advice from both a US and a Nigerian adviser.
- Get a current CAC status report and certified copies of incorporation documents; ask whether the state wants a certificate of existence or similar evidence.
- Appoint a registered agent in the state; see choosing a registered agent.
- File the state's foreign registration form and pay the fee.
- Get an EIN for US tax purposes; see getting an EIN without an SSN.
- Calendar annual reports and state tax filings from the start.
If staff will move from Nigeria to run the US office, the immigration side is separate; see the L-1 visa for Nigerian company owners.
Where Pryme fits
A Pryme Business account holds USD and NGN with local details for each, which can sit alongside the US entity's own bank account for paying Nigerian staff and suppliers. See entities.
Questions people ask
Does a Nigerian company need to register in the US to sell to US customers?
Not usually just for selling from Nigeria. Registration is triggered by transacting business in a particular state, such as having an office, staff or stock there; check that state's rules.
How much does a certificate of authority cost in Georgia?
Georgia's Secretary of State lists $225 for most entities and $200 for foreign LLPs, plus $10 for paper filing.
What is the Texas fee to register a foreign LLC?
The Texas Secretary of State's Form 304 lists $750.
What happens if I do business in Georgia without registering?
Georgia's FAQ says the entity may not be able to sue in Georgia, and an LLC faces a $500 penalty plus the fees it would have paid.
Sources
- Georgia Secretary of State: Business Division FAQ · accessed Oct 2026
- Texas Secretary of State: Form 304, Application for Registration of a Foreign Limited Liability Company (revised 09/26) · accessed Oct 2026
- Texas Comptroller: Franchise Tax (2026 reports) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.