Does an LLC or a corporation (such as Greenwich Brokerage Services
Inc.) have to have a bank account in the state in which its doing
business?

Hello and thank you for your question.

There is nothing in the corporations or LLC statutues of Connecticut
(since you mention Greenwich I assume that is your primary interest)
that require a corporation or LLC to have a bank account within or
even outside the state.

The nearest requirement that I can think of is that corporations and
LLCs are required to designate the Secretary of State as their agent
for service of process - - that's so a person can get legal service
against them for a lawsuit.  But they don't need to have a bank
account.

You also mention brokerage services in your question.  That particular
activity requires a license from the Connecticut Department of
Banking, Consumer Credit Division.
http://vvv.state.ct.us/dob/pages/ccdivfaq.htm

See also
http://vvv.state.ct.us/dob/pages/1stmtg.htm

The license application forms are here:
http://vvv.state.ct.us/dob/pages/dobforms.htm#Consumer

You will notice in reviewing the forms that there are particular net
worth requirements - - $250,000 in one case, $25,000 in another.

So as a practical matter, if your entity is going to be engaged in
brokerage services then it probably will need to have a bank account. 
I anticipate that the account could be in another state, but as part
of the licensing process you would have to satisfy the banking
department that the account is legally sufficient and available.

If the entity is seeking a brokerage license in anther state, similar
rules are likely to apply.  But no, if it merely wants to legally
organize as a corporation or LLC, then no license and no bank account
is needed.

Search terms used
powers connecticut llc banking site:.us

Thank you again for bringing us your question.

Sincerely,
Google Answers Researcher
Richard-ga

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Request for Answer Clarification by dawnb-ga on 17 Jun 2004 08:58 PDT

Thank you.  I believe I need to be a bit more exact in my query . . .

Our company is incorporated in New York state.  However, we have an
office in California.  Are we required by law to  have a bank account
in California?  Does California require this?  Please advise.  Thank
you.

---

Clarification of Answer by richard-ga on 17 Jun 2004 09:23 PDT

Hello:

I'm happy to clarify my answer.

California like other states does not require a foreign (meaning
out-of-state) corporation to maintain a bank account within the state.

Specifically, the requirements of registering a foreign (out-of-state)
corporation in California are:
2101.  (a) Any foreign corporation (other than a foreign
association) not transacting intrastate business may register its
corporate name with the Secretary of State, provided its corporate
name would be available pursuant to Section 201 to a new corporation
organized under this division at the time of such registration.
   (b) Such registration may be made by filing (1) an appliction for
registration signed by a corporate officer stating the name of the
corporation, the state or place under the laws of which it is
incorporated, the date of its incorporation, and that it desires to
register its name under this section; and (2) a certificate of an
authorized public official of the state or place in which it is
organized stating that such corporation is in good standing under
those laws.  Such registration shall be effective until the close of
the calendar year in which the application for registration is filed.
....
2105.  (a) A foreign corporation shall not transact intrastate
business without having first obtained from the Secretary of State a
certificate of qualification.  To obtain that certificate it shall
file, on a form prescribed by the Secretary of State, a statement and
designation signed by a corporate officer stating:
   (1) Its name and the state or place of its incorporation or
organization.
   (2) The address of its principal executive office.
   (3) The address of its principal office within this state, if any.

   (4) The name of an agent upon whom process directed to the
corporation may be served within this state.  Such designation shall
comply with the provisions of subdivision (b) of Section 1502.
   (5) (A) Its irrevocable consent to service of process directed to
it upon the agent designated and to service of process on the
Secretary of State if the agent so designated or the agent's
successor is no longer authorized to act or cannot be found at the
address given.
   (B) Consent under this paragraph extends to service of process
directed to the foreign corporation's agent in California for a
search warrant issued pursuant to Section 1524.2 of the Penal Code,
for records or documents that are in the possession of the foreign
corporation and are located outside of this state.  This subparagraph
shall apply to a foreign corporation that is a party or a nonparty
to the matter for which the search warrant is sought.
   (6) If it is a corporation which will be subject to the Insurance
Code as an insurer, it shall so state that fact.
   (b) Annexed to that statement and designation shall be a
certificate by an authorized public official of the state or place of
incorporation of the corporation to the effect that such corporation
is an existing corporation in good standing in that state or place
or, in the case of an association, an officers' certificate stating
that it is a validly organized and existing business association
under the laws of a specified foreign jurisdiction.
   (c) Before it may be designated by any foreign corporation as its
agent for service of process, any corporate agent must comply with
Section 1505.
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=02001-03000&file=2100-2117

Please feel free to request clarification if you need anything further.

--Richard-ga

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Request for Answer Clarification by dawnb-ga on 21 Jun 2004 09:05 PDT

Richard:  I don't know if you can furthur clarify this answer as, I
believe, the query itself might have changed.  But if you can, my
corporate office has responded to the answers given by asking another
question:

As a California corporation, do we need to have a bank account in
California, or any other state?

Please let me know if you can help me.  Thank you so much.

---

Clarification of Answer by richard-ga on 21 Jun 2004 16:46 PDT

Hello again:

I've printed the applicable statutes below.  As you'll see, a
California corporation needs to maintain books of account, i.e.
financial records, but it is not required to have a bank account in
particular.

CORPORATIONS CODE 
SECTION 1500-1504 

1500.  Each corporation shall keep adequate and correct books and
records of account and shall keep minutes of the proceedings of its
shareholders, board and committees of the board and shall keep at its
principal executive office, or at the office of its transfer agent
or registrar, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held
by each.  Such minutes shall be kept in written form. Such other
books and records shall be kept either in written form or in any
other form capable of being converted into written form.



1501.  (a) The board shall cause an annual report to be sent to the
shareholders not later than 120 days after the close of the fiscal
year, unless in the case of a corporation with less than 100 holders
of record of its shares (determined as provided in Section 605) this
requirement is expressly waived in the bylaws.  This report shall
contain a balance sheet as of the end of that fiscal year and an
income statement and statement of changes in financial position for
that fiscal year, accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an
authorized officer of the corporation that the statements were
prepared without audit from the books and records of the corporation.

   Unless so waived, the report shall be sent to the shareholders at
least 15 (or, if sent by third-class mail, 35) days prior to the
annual meeting of shareholders to be held during the next fiscal
year, but this requirement shall not limit the requirement for
holding an annual meeting as required by Section 600.
   Notwithstanding Section 114, the financial statements of any
corporation with fewer than 100 holders of record of its shares
(determined as provided in Section 605) required to be furnished by
this subdivision and subdivision (c) are not required to be prepared
in conformity with generally accepted accounting principles if they
reasonably set forth the assets and liabilities and the income and
expense of the corporation and disclose the accounting basis used in
their preparation.
   (b) In addition to the financial statements required by
subdivision (a), the annual report of any corporation having 100 or
more holders of record of its shares (determined as provided in
Section 605) either not subject to the reporting requirements of
Section 13 of the Securities Exchange Act of 1934, or exempted from
those reporting requirements by Section 12(g)(2) of that act, shall
also describe briefly both of the following:
   (1) Any transaction (excluding compensation of officers and
directors) during  the previous fiscal year involving an amount in
excess of forty thousand dollars ($40,000) (other than contracts let
at competitive bid or services rendered at prices regulated by law)
to which the corporation or its parent or subsidiary was a party and
in which any director or officer of the corporation or of a
subsidiary or (if known to the corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding
voting shares of the corporation had a direct or indirect material
interest, naming the person and stating the person's relationship to
the corporation, the nature of the person's interest in the
transaction and, where practicable, the amount of the interest;
provided that in the case of a transaction with a partnership of
which the person is a partner, only the interest of the partnership
need be stated; and provided further that no such report need be made
in the case of any transaction approved by the shareholders (Section
153).
   (2) The amount and circumstances of any indemnification or
advances aggregating more than ten thousand dollars ($10,000) paid
during the fiscal year to any officer or director of the corporation
pursuant to Section 317; provided that no  such report need be made
in the case of indemnification approved by the shareholders (Section
153) under paragraph (2) of subdivision (e) of Section 317.
   (c) If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any
shareholder made more than 120 days after the close of that fiscal
year, deliver or mail to the person making the request within 30 days
thereafter the financial statements required by subdivision (a) for
that year.  A shareholder or shareholders holding at least 5 percent
of the outstanding shares of any class of a corporation may make a
written request to the corporation for an income statement of the
corporation for the three-month, six-month or nine-month period of
the current fiscal year ended more than 30 days prior to the date of
the request and a balance sheet of the corporation as of the end of
the period and, in addition, if no annual report for the last fiscal
year has been sent to shareholders, the statements referred to in
subdivision (a) for the last fiscal year.  The statements shall be
delivered or mailed to the person making the request within 30 days
thereafter.  A copy of the statements shall be kept on file in the
principal office of the corporation for 12 months and it shall be
exhibited at all reasonable times to any shareholder demanding an
examination of the statements or a copy shall be mailed to the
shareholder.
   (d) The quarterly income statements and balance sheets referred to
in this section shall be accompanied by the report thereon, if any,
of any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that the
financial statements were prepared without audit from the books and
records of the corporation.
   (e) In addition to the penalties provided for in Section 2200, the
superior court of the proper county shall enforce the duty of making
and mailing or delivering the information and financial statements
required by this section and, for good cause shown, may extend the
time therefor.
   (f) In any action or proceeding under this section, if the court
finds the failure of the corporation to comply with the requirements
of this section to have been without justification, the court may
award an amount sufficient to reimburse the shareholder for the
reasonable expenses incurred by the shareholder, including attorneys'
fees, in connection with the action or proceeding.
   (g) This section applies to any domestic corporation and also to a
foreign corporation having its principal executive office in this
state or customarily holding meetings of its board in this state.



1502.  (a) (1) Every corporation shall file, within 90 days after
the filing of its original articles and annually thereafter during
the applicable filing period, on a form prescribed by the Secretary
of State, a statement containing all of the following:
   (A) The names and complete business or residence addresses of its
incumbent directors.
   (B) The number of vacancies on the board, if any.
   (C) The names and complete business or residence addresses of its
chief executive officer, secretary, and chief financial officer.
   (D) The street address of its principal executive office.
   (E) If the address of its principal executive office is not in
this state, the street address of its principal business office in
this state, if any.
   (F) A statement of the general type of business that constitutes
the principal business activity of the corporation (for example,
manufacturer of aircraft; wholesale liquor distributor; or retail
department store).
   (2) In addition to all of the information required by paragraph
(1), every publicly traded company shall also include the following
information in the statement:
   (A) The name of the independent auditor used by the corporation
and a description of any other services, if any, performed for the
corporation during the previous 24 months by the independent auditor,
by its parent corporation, or by a subsidiary or corporate affiliate
of the independent auditor or its parent corporation.
   (B) The date of the last report prepared for the corporation by
the independent auditor.  The corporation shall attach a copy of the
report to the statement.
   (C) The annual compensation paid to each member of the board of
directors and each executive officer, including the number of any
shares or options for shares that were not available to other
employees of the corporation.
   (D) A description of any loans made to a member of the board of
directors by the corporation at a preferential loan rate during the
previous 24 months, including the amount and terms of the loans.
   (E) A statement indicating whether any bankruptcy was filed by the
corporation, its executive officers, or members of the board of
directors within the previous 10 years.
   (F) A statement indicating whether any member of the board of
directors or executive officer of the corporation was convicted of
fraud during the previous 10 years.
   (G) A statement indicating whether the corporation violated any
federal security laws or any security or banking provision of
California law during the previous 10 years for which the corporation
was found liable in an action before a federal or state court or
regulatory agency or a self-regulatory organization in which a
judgment over ten thousand dollars ($10,000) was entered.
   (3) For purposes of this section, the following definitions apply:

   (A) "Publicly traded company" means a company with securities that
are either listed or admitted to trading on a national or foreign
exchange, or is the subject of two-way quotations, such as both bid
and asked prices, that is regularly published by one or more
broker-dealers in the National Daily Quotation Service or a similar
service.
   (B) "Executive officer" means the five most highly compensated
officers of the company, excluding any officer who is also a member
of the board of directors.
   (b) The statement required by subdivision (a) shall also
designate, as the agent of the corporation for the purpose of service
of process, a natural person residing in this state or a corporation
that has complied with Section 1505 and whose capacity to act as an
agent has not terminated.  If a natural person is designated, the
statement shall set forth that person's complete business or
residence address.  If a corporate agent is designated, no address
for it shall be set forth.
   (c) If there has been no change in the information in the last
filed statement of the corporation on file in the Secretary of State'
s office, the corporation may, in lieu of filing the statement
required by subdivisions (a) and (b), advise the Secretary of State,
on a form prescribed by the Secretary of State, that no changes in
the required information have occurred during the applicable filing
period.
   (d) For the purposes of this section, the applicable filing period
for a corporation shall be the calendar month during which its
original articles were filed and the immediately preceding five
calendar months.  The Secretary of State shall mail a form for
compliance with this section to each corporation approximately three
months prior to the close of the applicable filing period.  The form
shall state the due date thereof and shall be mailed to the last
address of the corporation according to the records of the Secretary
of State.  The failure of the corporation to receive the form is not
an excuse for failure to comply with this section.
   (e) Whenever any of the information required by subdivision (a) is
changed, the corporation may file a current statement containing all
the information required by subdivisions (a) and (b).  In order to
change its agent for service of process or the address of the agent,
the corporation must file a current statement containing all the
information required by subdivisions (a) and (b).  Whenever any
statement is filed pursuant to this section, it supersedes any
previously filed statement and the statement in the articles as to
the agent for service of process and the address of the agent.
   (f) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (g) This section shall not be construed to place any person
dealing with the corporation on notice of, or under any duty to
inquire about, the existence or content of a statement filed pursuant
to this section.
   (h) The statement required by subdivision (a) shall be available
and open to the public for inspection.  The Secretary of State, no
later than December 31, 2004, shall provide access to all information
contained in this statement by means of an online database.
   (i) In addition to any other fees required, a corporation shall
pay a five-dollar ($5) disclosure fee when filing the statement
required by subdivision (a).  One-half of the fee shall be utilized
to further the provisions of this section, including the development
and maintenance of the online database required by subdivision (h),
and one-half shall be deposited into the Victims of Corporate Fraud
Compensation Fund established in Section 1502.5.
   (j) A corporation shall certify that the information it provides
pursuant to subdivisions (a) and (b) is true and correct.  No claim
may be made against the state for inaccurate information contained in
the statements.


1502.5.  The Victims of Corporate Fraud Compensation Fund is hereby
established in the State Treasury.  The fund shall be administered by
the Secretary of State who shall adopt regulations regarding the
administration of the fund and the eligibility of victims to receive
compensation from the fund.  The revenue in the fund shall be used
for the sole purpose of providing restitution to the victims of a
corporate fraud.



1503.  (a) An agent designated for service of process pursuant to
Section 202, 1502, 2105, or 2117 may file a signed and acknowledged
written statement of resignation as such agent.  Thereupon the
authority of the agent to act in such capacity shall cease and the
Secretary of State forthwith shall give written notice of the filing
of the statement of resignation by mail to the corporation addressed
to its principal executive office.
   (b) Under regulations adopted by the Secretary of State, the
resignation of an agent may be effective if the agent disclaims
having been properly appointed as the agent.  Similarly, a person
named as an officer or director may indicate that the person was
never properly appointed as the officer or director.



1504.  If a natural person who has been designated agent for service
of process pursuant to Section 202, 1502, 2105, or 2117 dies or
resigns or no longer resides in the state or if the corporate agent
for such purpose resigns, dissolves, withdraws from the state,
forfeits its right to transact intrastate business, has its corporate
rights, powers and privileges suspended or ceases to exist, the
corporation shall forthwith file a designation of a new agent
conforming to the requirements of Section 1502 or 2117.



1505.  (a) Any domestic or foreign corporation, before it may be
designated as the agent for the purpose of service of process of any
entity pursuant to any law which refers to this section, shall file a
certificate executed in the name of the corporation by an officer
thereof stating all of the following:
   (1) The complete address of its office or offices in this state,
wherein any entity designating it as such agent may be served with
process.
   (2) The name of each person employed by it at each such office to
whom it authorizes the delivery of a copy of any such process.
   (3) Its consent that delivery thereof to any such person at the
office where the person is employed shall constitute delivery of any
such copy to it, as such agent.
   (b) Any corporation which has filed the certificate provided for
in subdivision (a) may file any number of supplemental certificates
containing all the statements provided for in subdivision (a), which,
upon the filing thereof, shall supersede the statements contained in
the original or in any supplemental certificate previously filed.
   (c) No domestic or foreign corporation may file a certificate
pursuant to this section unless it is currently authorized to engage
in business in this state and is in good standing on the records of
the Secretary of State.

http://www.leginfo.ca.gov

Regards,
Richard-ga

Each state law is different on the organizational and operational
prerequisites that corporations and LLC's must observe.  Generally,
speaking, such an entity does not have to have a bank account in the
state in which it is formed or incorporated.  So a Delaware
corporation could and likely would have its principal bank account in
another state.

You ask if it must have an account in ~the~ state in which it is doing
business.  Business entities may be qualified to do business in all 50
states even if they are incorporated somewhere else.  So a Delaware
corporation could have its principal place of business in Tennessee
and be qualified to do business in all 50 states by virtue of filing a
certificate in those "foreign" states in which it wants to do
business.  This is a requirement of the "foreign" state; the home
state of Tennessee does not require it.

So, does such an entity have to have an account in each state in which
it is qualified to do business (to paraphrase your question)? 
Generally speaking, no, but again, what state are you asking about?