What is a Foreign LLC?

A foreign LLC is an LLC that was originally formed in one state but then registered to do business in another state. In essence, the LLC is “foreign” to the new state.

The reason for this type of terminology is that every single state is governed by different laws.

A Foreign LLC is not an LLC that is formed outside of the United States.

The requirement to file for a Foreign LLC is usually to expand one’s business operations or to open an additional retail or brick-and-mortar location in a new state.

Note: A lot of people learn about the term “Foreign LLC” when they are thinking of forming an LLC outside of their home state in order to save money on expensive annual fees or taxes. This is actually the biggest mistake that we see in LLC formation (we teach in all 50 states). Forming an LLC outside of your home state will require you to register that LLC in your home state as a Foreign LLC. This means you now have to pay 2 LLC filing fees, maintain a registered agent in the foreign state, and pay annual reporting fees in both states. For more information on what’s the best state to form an LLC, please see this article.

Okay, back to Foreign LLCs…

The process of registering a Foreign LLC is different in every single state, but for the most part you have to file what’s called a “Certificate of Authority”, “Application for Authority”, or “Foreign LLC Registration” (or similar name) in the new state in which you wish to conduct business.

Additionally, you will need to obtain what’s called a “Certificate of Good Standing” or “Certificate of Existence” (or similar form) from the original state where your LLC was formed. Together, these documents, along with a Foreign LLC filing fee is what registers your LLC to do business in the new state.

In most states, the fee to register a Foreign LLC is the same as it is to form a Domestic LLC, however, in a handful of states, the cost to register for a Foreign LLC can be slightly (or significantly) higher than the cost of registering a Domestic LLC.

Foreign LLC Fees by State:

StateForeign LLC FeeForm/Online FilingNotesQuestions?
Alabama Foreign LLC$150Business DownloadsSee Name Reservation Request Form For Foreign Entities ($10 regular/$25 expedited). See Foreign LLC Application for Registration.Alabama Secretary of State
334-242-7200
Alaska Foreign LLC$350Forms by Entity TypeSee Limited Liability Company > Foreign (Non-Alaskan) > Registration of Foreign LLC/Form 08-497.State of Alaska
907-465-2550
Arizona Foreign LLC$150FormsSee Limited Liability Company Forms > Application for Registration of Foreign Limited Liability Company (Form L025).Arizona Corporation Commission
602-542-3026
Arkansas Foreign LLC$270 – $300FormsSee Application for Certificate of Registration of Foreign Limited Liability Company (Form FL-01).Arkansas Secretary of State
501-682-3409
California Foreign LLC$70FormsSee Foreign Limited Liability Companies (LLCs) > Application to Register (Form LLC-5).California Secretary of State
916-657–5448
Colorado Foreign LLC$100File a FormLLCs can only be filed online. Under Foreign (outside of Colorado) Entities, click Foreign entity to begin.Colorado Secretary of State
303-894-2200
Connecticut Foreign LLC$120FormsSee Foreign Limited Liability Company > Application for Registration.Connecticut Secretary of State
860-509-6002
Delaware Foreign LLC$200New EntitiesSee Foreign Limited Liability Company, form is called Certificate of Registration of Foreign Limited Liability Company.Delaware Secretary of State
302-739-3073
Florida Foreign LLC$125Foreign LLC FormsSee Qualification of Foreign LLC.Florida Department of State
850-245-6000
Georgia Foreign LLC$225eCorpCreate account > Create or Register a Business > I am registering a foreign (non-Georgia) business that is in good standing in its place of formation.Georgia Secretary of State
404-656-2817
Hawaii Foreign LLC$50Foreign LLCSee Register Online or Application for Certificate of Authority (Form FLLC-1).State of Hawaii
808-586-2727
Idaho Foreign LLC$100 – $120LLC FormsSee Foreign Limited Liability Companies > Foreign Registration Statement.Idaho Secretary of State
208-334-2301
Illinois Foreign LLC$150 (used to be $500)LLC FormsSee Application for Admission to Transact Business (Form LLC 45.5).Illinois Secretary of State
217-782-6961
312-793-3380
Indiana Foreign LLC$125Business FormsSee Limited Liability Companies (Foreign) >Application for Certificate of Authority (Form 49464).Indiana Secretary of State
317-234-9768
Iowa Foreign LLC$100Business FormsSee Foreign Limited Liability Companies (489).Iowa Secretary of State
515-281-5204
Kansas Foreign LLC$165FilingsSee Foreign Limited Liability Company (Form FL).Kansas Secretary of State
785-296-4564
Kentucky Foreign LLC$90Filing
Forms
See Certificate of Authority (FBE).Kentucky Secretary of State
502-564-3490
Louisiana Foreign LLC$150New FilingsSee Foreign Limited Liability Company.Louisiana Secretary of State
225-925-4704
Maine Foreign LLC$250LLC FormsSee MLLC-12 (Statement of Foreign Qualification to Conduct Activities).Maine Secretary of State
207-624-7736
Maryland Foreign LLC$100FormsSee Foreign (non-Maryland) Businesses > Foreign Limited Liability Company Registration.Maryland Secretary of State
410-767-1184
Massachusetts Foreign LLC$500Foreign LLCSee Foreign Limited Liability Company Application for Registration (PDF).Massachusetts Secretary of the Commonwealth
617-727-7030
Michigan Foreign LLC$50LLC FormsSee Application for Certificate of Authority to Transact Business (Form 760).Michigan Secretary of State
517-241-6470
Minnesota Foreign LLC$185 – $205Foreign LLC FormsSee Certificate of Authority to Transact Business in MN (LLC).Minnesota Secretary of State
651-296-2803
Mississippi Foreign LLC$250New FilingCreate account > Register an Out-of-State Corporation, Non-Profit, LLC, Partnership or Business Trust.Mississippi Secretary of State
601-359-1633
Missouri Foreign LLC$50 online, $105 by mailFees and FormsSee Application for Registration of a Foreign Limited Liability Company (LLC 4).Missouri Secretary of State
573-751-4153
Montana Foreign LLC$70Foreign LLCSee Application for Certificate of Authority.Montana Secretary of State
406-444-3665
Nebraska Foreign LLC$120FormsSee Limited Liability Companies (Foreign) > Certificate of Authority.Nebraska Secretary of State
402-471-4079
Nevada Foreign LLC$425All FormsSee Foreign Limited-Liability Company (NRS 86.544).Nevada Secretary of State
775-684-5708
New Hampshire Foreign LLC$100Foreign LLC FormsSee Form FLLC-1 Application for Foreign Limited Liability Company Registration.New Hampshire Secretary of State
603-271-3246
New Jersey Foreign LLC$125File CertificatesSee Complete Business Registration Packet and Public Records Filing for New Business.New Jersey Department of State
609-292-6748
New Mexico Foreign LLC$100Foreign LLCSee Application for Registration.New Mexico Secretary of State
505-827-4508
New York Foreign LLC$250Application for AuthoritySee Fillable Application for Authority Form.New York Department of State
518-473-2492
North Carolina Foreign LLC$250FormsSee Application for Certificate of Authority (Form L-09).North Carolina Secretary of State
919-807-2000
North Dakota Foreign LLC$135FormsSee Certificate of Authority Foreign LLC Application (SFN 19381).North Dakota Secretary of State
701-328-2900
Ohio Foreign LLC$99LLCsSee Foreign Business Entities > Limited Liability Company > File Registration of a Foreign > Limited Liability Company (Form 533B).Ohio Secretary of State
614-466-2655
Oklahoma Foreign LLC$300FormsSee Foreign limited liability companies > Registration of Foreign Limited Liability Company Forms and Procedures.Oklahoma Secretary of State
405-521-3912
Oregon Foreign LLC$275Foreign LLCsSee ​​Application for Authority.Oregon Secretary of State
503-986-2200​​​​​​
Pennsylvania Foreign LLC$250FormsSee Foreign Associations > Foreign Registration Statement.Pennsylvania Department of State
717-787-1057
Rhode Island Foreign LLC$150DocumentsSee Application for Registration (450).Rhode Island Secretary of State
401-222-2357
South Carolina Foreign LLC$110FormsSee Limited Liability Companies - Foreign > Application for a Certificate of Authority to Transact Business (33-44-1002).South Carolina Secretary of State
803-734-2158
South Dakota Foreign LLC$750 – $765LLCsSee Foreign Limited Liability Companies > Application for Certificate of Authority Application.South Dakota Secretary of State
605-773-3537
Tennessee Foreign LLC$50 per member ($300 minimum / $3,000 maximum)LLCsSee Forms: Formed Outside of Tennessee > Application for Certificate of Authority (ss-4233).Tennessee Secretary of State
615-741-2286
Texas Foreign LLC$750FormsSee Limited Liability Company Application for Registration (Form 304).Texas Secretary of State
512-463-5555
Utah Foreign LLC$70Foreign LLCSee Foreign Registration Statement.Utah Secretary of State
801-530-4849
Vermont Foreign LLC$125Fees and FilingsSee Limited Liability Companies > Application for Certificate of Authority.Vermont Secretary of State
802-828-2386
Virginia Foreign LLC$100Foreign LLCsSee Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company (Form LLC1052).Virginia Corporation Commission
804-371-9733
Washington Foreign LLC$200Foreign EntitySee Foreign Entity Registration.Washington Secretary of State
360-725-0377
Washington DC Foreign LLC$220 (subject to change)Foreign FilingSee Register Your Business in DC > Foreign Registration Statement (Form FN-1).District of Columbia Office of the Secretary
202-442-4400
West Virginia Foreign LLC$150FormsSee Limited Liability Company > Application for Certificate of Authority -- Foreign (Form LLF-1).West Virginia Secretary of State
304-558-8000
Wisconsin Foreign LLC$100Filing
Forms
See Foreign Limited Liability Company Certificate of Registration Application (Form 521).Wisconsin Secretary of State
608-261-7577
Wyoming Foreign LLC$100FormsSee Limited Liability Companies > Out-of-State Forms > Certificate of Authority.Wyoming Secretary of State
307-777-7311
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Leave a Comment (6) ↓

6 Comments

  1. Jun Kim March 5, 2018

    Great. Info. Thank you very much. Quick question. I am thinking about forming a single member LLC in Delaware for my incubator hedge fund and am currently living in NJ. I don’t plan to start my business within 2 years, but just wanted to build an investment track record using my own money through the single member LLC. That said, do I need to file this foreign qualification in NJ? I am not doing any business here within 2 years and the LLC in Delaware has only me as a member. Thank you very much!

    reply
    • Matt Horwitz March 10, 2018

      Hi Jun, New Jersey is quite strict about “doing business” so it would be best to register as a Foreign LLC there after your Delaware LLC is formed. Hope that helps.

      reply
  2. Nicolas May 10, 2018

    Hello,

    I would like to create an LLC (tax S-Corp) in Delaware being the only CEO then in Florida as a foreign qualification in Florida (this will be the place of business because I live in Florida). I know that even if the creation of the company takes place in Delaware I will pay all taxes in Florida because the activity will take place here but I would also have income from other countries (music label), for these revenues there, I would be taxed in Delaware or Florida?

    reply
    • Matt Horwitz May 16, 2018

      Hi Nicolas, you’ll need to run this question by an accountant since the Delaware LLC being taxed as an S-Corp may need to file with the Delaware Division of Revenue. You may having filings due in both states. Thanks.

      reply
  3. JJ August 30, 2018

    Hello, We formed our parent LLC in New Mexico, but live in PA. If this parent is only a holding company, do we have to file as a foreign LLC? Thanks!

    reply
  4. delaney September 12, 2018

    Hello – we have a WY LLC and are trying to register as a Florida foreign LLC. We paid for a registered agent in FL., submitted the forms to Tallahassee, and they have been rejected and returned twice. We are following the instructions but apparently are not properly filling out the form. We submitted the $125 filing fee originally plus an additional $35 for certified copy (total $160). After the last rejection we asked the online registered agent if they could complete our filing and they said yes but would charge the state fee again. It appears this could be solved by just resubmitting the application correctly filled out as the state is holding our $160 waiting for the corrected form. Can you offer any suggestions?

    reply

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