Identify Where Your Entity is Formed and Where It Is (and should be) Qualified to do Business
A Delaware LLC was formed solely to own the aircraft and you primarily hangar your aircraft in New York. The LLC may need to become “qualified to do business” in New York because it leases hangar space in New York and it bases its primary (or sole) asset, the aircraft, in New York.
Why should your entity become “Qualified to do Business”
An entity that is not qualified to do business pursuant to the laws of a state, may not be able to sue in that state. If the entity needs to sue its hangar lessor, it may first need to become qualified to business in that state. Not being qualified to do business in the aircraft’s primary hangar location may be a breach of representations in the aircraft loan documents. You do not want to give your lender any reason to find a technical default under the loan documents.
Risks of Not Becoming “Qualified to do Business”
An entity that should be “qualified to do business” in a state, but does not become qualified may be liable for fees, taxes, and penalties during the noncompliance period. Some states may impose penalties on the company, its officers, and owners.
Please contact Jetstream Aviation Law if we can assist you in addressing your aviation issues.
Michelle M. Wade is a partner with the law firm of Jetstream Aviation Law and counsels clients on the acquisition, financing and operation of corporate jets operated under Part 91 and Part 135 of the Federal Aviation Regulations. Jetstream Aviation Law can be found at www.JetstreamLaw.com.