VoiceOver Legal: LLCs and VoiceOver Talents

marker-pinsQuestion: I have an LLC (Limited Liability Company) that I have set up to operate my voice over business in New York. I do business regularly with clients in many different States. Do I need to register my LLC in all the States where I do business, or set up separate LLCs in those States?

Answer: It will probably not be necessary for you to register your voice over business in other States. Whether or not you have to register comes down to whether you are “doing business” in that State. In general, if you do not have a physical office in that State, you will not have to register there. However, there are exceptions to this general rule, of course. Here is an excerpt of an article with a more complete explanation of types of transactions that are not held as “doing business.”

“What Is “Doing Business?” Registration of a foreign LLC is required whenever the LLC conducts business in a state. Most state statutes list the transactions that do not constitute the conduct of business in the state. While these exclusions protect an LLC from registration, they are relatively limited in scope and only include such items as:

1. Selling through independent contractors a person who contracts to do work for another person according to his or her own processes and methods; the contractor is not subject to another’s control except for what is specified in a mutually binding agreement for a specific job;

2. Maintaining bank accounts;

3. Owning real or personal property with no other actions;

4. Soliciting orders by mail or through personal contact when acceptance of the order must occur out of state before the order becomes a contract;

5. Conducting isolated transactions in the state during the year;

6. Creating security interests in or deeds: a. Something that is carried out: an act or action. b. A usually praiseworthy act; a feat or exploit. c. Action or performance in general: Deeds, not words, matter most. of trust on property; and

7. Holding meetings in the state.

While not an exhaustive list of safe-harbor transactions, the foregoing transactions illustrate the nature and quantity of actions an LLC can take without registering as a foreign LLC. Any other business transactions probably will require the LLC to register.

In my opinion, the transactions that voice over artist normally undertake, ie, recording as independent contractors from our home studios and forwarding those files onto producers in other states, would not constitute “doing business” in those other States so that registration would be required. But, as with any legal advice, check with your own attorney with your specific circumstances to be sure registration is not necessary.

[This case study has been adapted from PPC’s Guide to Limited Liability Companies,” 10th Edition, by Michael Michael, E. Mares, Sara S. McMurrian, Stephen E. Pascarella II and Gregory A. Porcaro, published by Practitioners Publishing Company.]

About Rob Sciglimpaglia

As both a voice talent and an attorney, Rob Sciglimpaglia is uniquely qualified to answer your legal questions related to the voiceover industry. If you would like to ask Rob Sciglimpaglia a legal question about voiceover, please email him directly at the e-mail below.

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