Last updated October 12, 2020
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:
| State | Foreign LLC Fee | Form/Online Filing | Notes | Questions? |
|---|---|---|---|---|
| Alabama Foreign LLC | $150 | Business Downloads | See 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 | $350 | Forms by Entity Type | See Limited Liability Company > Foreign (Non-Alaskan) > Registration of Foreign LLC/Form 08-497. | State of Alaska 907-465-2550 |
| Arizona Foreign LLC | $150 | Forms | See Limited Liability Company Forms > Application for Registration of Foreign Limited Liability Company (Form L025). | Arizona Corporation Commission 602-542-3026 |
| Arkansas Foreign LLC | $270 – $300 | Forms | See Application for Certificate of Registration of Foreign Limited Liability Company (Form FL-01). | Arkansas Secretary of State 501-682-3409 |
| California Foreign LLC | $70 | Forms | See Foreign Limited Liability Companies (LLCs) > Application to Register (Form LLC-5). | California Secretary of State 916-657–5448 |
| Colorado Foreign LLC | $100 | File a Form | LLCs 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 | $120 | Forms | See Foreign Limited Liability Company > Application for Registration. | Connecticut Secretary of State 860-509-6002 |
| Delaware Foreign LLC | $200 | New Entities | See 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 | $125 | Foreign LLC Forms | See Qualification of Foreign LLC. | Florida Department of State 850-245-6000 |
| Georgia Foreign LLC | $225 | eCorp | Create 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 | $50 | Foreign LLC | See Register Online or Application for Certificate of Authority (Form FLLC-1). | State of Hawaii 808-586-2727 |
| Idaho Foreign LLC | $100 | LLC Forms | See Foreign Entity Registration > Foreign Registration Statement (Limited Liability Company). | Idaho Secretary of State 208-334-2301 |
| Illinois Foreign LLC | $150 (used to be $500) | LLC Forms | See Application for Admission to Transact Business (Form LLC 45.5). | Illinois Secretary of State 217-782-6961 312-793-3380 |
| Indiana Foreign LLC | $125 | Business Forms | See Limited Liability Companies (Foreign) >Application for Certificate of Authority (Form 49464). | Indiana Secretary of State 317-234-9768 |
| Iowa Foreign LLC | $100 | Business Forms | See Foreign Limited Liability Companies (489). | Iowa Secretary of State 515-281-5204 |
| Kansas Foreign LLC | $165 | Busines Forms | See "Foreign Entity Application for Registration" (Form FA). | Kansas Secretary of State 785-296-4564 |
| Kentucky Foreign LLC | $90 | Filing Forms | See Certificate of Authority (FBE). | Kentucky Secretary of State 502-564-3490 |
| Louisiana Foreign LLC | $150 | New Filings | See Foreign Limited Liability Company. | Louisiana Secretary of State 225-925-4704 |
| Maine Foreign LLC | $250 | LLC Forms | See MLLC-12 (Statement of Foreign Qualification to Conduct Activities). | Maine Secretary of State 207-624-7736 |
| Maryland Foreign LLC | $100 | Forms | See Foreign (non-Maryland) Businesses > Foreign Limited Liability Company Registration. | Maryland Secretary of State 410-767-1184 |
| Massachusetts Foreign LLC | $500 | Foreign LLC | See Foreign Limited Liability Company Application for Registration (PDF). | Massachusetts Secretary of the Commonwealth 617-727-7030 |
| Michigan Foreign LLC | $50 | LLC Forms | See Application for Certificate of Authority to Transact Business (Form 760). | Michigan Secretary of State 517-241-6470 |
| Minnesota Foreign LLC | $185 – $205 | Foreign LLC Forms | See Certificate of Authority to Transact Business in MN (LLC). | Minnesota Secretary of State 651-296-2803 |
| Mississippi Foreign LLC | $250 | New Filing | Create 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 mail | Fees and Forms | See Application for Registration of a Foreign Limited Liability Company (LLC 4). | Missouri Secretary of State 573-751-4153 |
| Montana Foreign LLC | $70 | Foreign LLC | See Application for Certificate of Authority. | Montana Secretary of State 406-444-3665 |
| Nebraska Foreign LLC | $120 | Forms | See Limited Liability Companies (Foreign) > Certificate of Authority. | Nebraska Secretary of State 402-471-4079 |
| Nevada Foreign LLC | $425 | All Forms | See Foreign Limited-Liability Company (NRS 86.544). | Nevada Secretary of State 775-684-5708 |
| New Hampshire Foreign LLC | $100 | Foreign LLC Forms | See Form FLLC-1 Application for Foreign Limited Liability Company Registration. | New Hampshire Secretary of State 603-271-3246 |
| New Jersey Foreign LLC | $125 | Getting Registered | See information pertaining to "out-of-state (foreign) legal entity". | New Jersey Department of State 609-292-6748 |
| New Mexico Foreign LLC | $100 | Foreign LLC | See Application for Registration. | New Mexico Secretary of State 505-827-4508 |
| New York Foreign LLC | $250 | Application for Authority | See Fillable Application for Authority Form. | New York Department of State 518-473-2492 |
| North Carolina Foreign LLC | $250 | Forms | See Application for Certificate of Authority (Form L-09). | North Carolina Secretary of State 919-807-2000 |
| North Dakota Foreign LLC | $135 | Forms | See Foreign Business Limited Liability Company Certificate of Authority Application. | North Dakota Secretary of State 701-328-2900 |
| Ohio Foreign LLC | $99 | LLCs | See 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 | $300 | Forms | See Foreign limited liability companies > Registration of Foreign Limited Liability Company Forms and Procedures. | Oklahoma Secretary of State 405-521-3912 |
| Oregon Foreign LLC | $275 | Foreign LLCs | See Application for Authority. | Oregon Secretary of State 503-986-2200 |
| Pennsylvania Foreign LLC | $250 | Forms | See Foreign Associations > Foreign Registration Statement. | Pennsylvania Department of State 717-787-1057 |
| Rhode Island Foreign LLC | $150 | Documents | See Application for Registration (450). | Rhode Island Secretary of State 401-222-2357 |
| South Carolina Foreign LLC | $110 | Forms | Click Starting a Business. Then look for Limited Liability Company - Foreign. | South Carolina Secretary of State 803-734-2158 |
| South Dakota Foreign LLC | $750 – $765 | LLCs | See 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) | LLCs | See Forms: Formed Outside of Tennessee > Application for Certificate of Authority (ss-4233). | Tennessee Secretary of State 615-741-2286 |
| Texas Foreign LLC | $750 | Forms | See Limited Liability Company Application for Registration (Form 304). | Texas Secretary of State 512-463-5555 |
| Utah Foreign LLC | $70 | Foreign LLC | See Foreign Registration Statement. | Utah Secretary of State 801-530-4849 |
| Vermont Foreign LLC | $125 | Fees and Filings | See Limited Liability Companies > Application for Certificate of Authority. | Vermont Secretary of State 802-828-2386 |
| Virginia Foreign LLC | $100 | Foreign LLCs | See 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 | $200 | Foreign Entity | See Foreign Entity Registration. | Washington Secretary of State 360-725-0377 |
| Washington DC Foreign LLC | $220 | Foreign Filing | View documents > all documents > search for FN-1. | District of Columbia Office of the Secretary 202-442-4400 |
| West Virginia Foreign LLC | $150 | Form LLCF-1 | See Application for Certificate of Authority of Limited Liability Company (Form LLF-1). | West Virginia Secretary of State 304-558-8000 |
| Wisconsin Foreign LLC | $100 | Filing Forms | See Foreign Limited Liability Company Certificate of Registration Application (Form 521). | Wisconsin Secretary of State 608-261-7577 |
| Wyoming Foreign LLC | $100 | Forms | See Limited Liability Companies > Out-of-State Forms > Certificate of Authority. | Wyoming Secretary of State 307-777-7311 |
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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!
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.
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?
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.
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!
Hey JJ, nope. If the parent New Mexico company is going to own a domestic LLC in Pennsylvania, the parent New Mexico company isn’t doing business in Pennsylvania, so there’s no need to file a Foreign LLC registration/qualification. Hope that helps.
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?
Hi Delaney, bummer about the multiple rejections. You are correct about the $160 credit being used/applied. Where do things stand now?
I’m a resident of of New York City and lives most of the time in Connecticut. Means that I have leased properties in both states.
Could I start a LLC in New York and register same company in Connecticut as a domestic but not as a foreign. What will be pluses and minuses if its possible.
Hi Kushan, there is no such thing as taking an LLC from one state and registering it as a Domestic LLC in another state. If an LLC is to be registered in a state where it was not formed, that is considered a Foreign LLC registration. Hope that helps.
Hi Matt,
Thank you in advance for your help. This is a great site!
But I’m still very confused when it comes to Foreign LLCs.
I live in State A. I set up an LLC located in State B. I am a single member owner of this LLC. (I used Northwest, by the way.)
This LLC is going to own property and conduct business in State B only. There will be minimal net income, but I may still chose to classify it as an S-corp for tax filing purposes.
Are you saying that the rules dictate that I must also register this LLC as a Foreign LLC in the state where I personally reside, which is State A?
This seems rather complicated and expensive for a small business.
Thanks for your help.
Hi Eve, great question. We’ll work on doing a better job explaining things. Where an LLC should be formed/registered comes down to where it’s legally transacting business. For most people, that usually happens to be their home state. In the case of real estate investing out of state though, that happens to be the state where the property is located. Hope that helps.
Perfect, I actually had the same question.
Also, what if the entity was a holding company? Let’s say it’s a Series (sub-series) of a Series LLC in NV, WY, ect. taxed as an S-Corp and we’re going to use it as a holding company for stocks or other properties of a Texas C-Corp. Is the sub-series LLC transacting business in the state that it is registered if it physically possesses the Texas C-Corps property? Are there requirements on a per state basis that specifically define what constitutes domestic business transactions?
Hey Mike, yes, each state has different statutes regarding doing business. It’s best practice to have a conversation about this with an attorney. Typically, just owning another company/asset isn’t doing business. But again, there’s not a black and white answer in this case. Hope that helps and thanks for your understanding.
Can you transfer your current LLC registered state to another state? Or do you need to create a new LLC?
What is best to avoid foreign LLC costs for real estate property purchases in an outside/new state?
Hi Maria, it depends on the states. Some allow, some don’t. It’s usually referred to as a domestication or conversion. You’ll need to reach out to both states for instructions and procedures. Hope that helps.
Since it is so expensive annually to have an LLC based in CA, it seems wise to establish the LLC in AZ for $50 and no annual fee and then pay CA the $70 foreign LLC fee? This way the business never gets dissolved and there is no $800 annual CA fee. Am I missing something? This is for a consulting business based in CA but could do business in any state.
Hi Eric, foreign California LLCs are still subject to the $800 franchise tax and all other tax filings with the California Franchise Tax Board. And a foreign LLC can have its status revoked, which is the equivalent to a domestic LLC being administratively dissolved. If an LLC is doing business in California, we recommend just sucking it up and forming an LLC in California. All other “moves” to get around this end up costing a lot more money, don’t accomplish what people think, and worse, waste a lot of valuable time and can be quite stressful. Unfortunately, it’s the cost of doing business in California. Hope that helps.
OK, thanks. I didn’t realize foreign LLC’s would also have to pay the $800. I found there is still a small advantage to registering in NV/WY/MT/AZ. Looks like it will cost more initially with the $800+$50+$70, but the home state LLC won’t be disolved. A company in California will owe the $800 a year the entire time it is in existence. So if you shut down for a year, and travel, and don’t make a dime, unless you dissolve the company, you will still owe $800 a year. Even if you don’t send in your annual statement of information, and get administratively dissolved, you will still owe the $800 a year. So if you incorporate in another state, you can just cancel your qualification to do business in CA and thus not have to pay the $800 for that company, and then if you don’t operate the business for awhile, it is still there, building credit history, longevity, and not costing you very much money to keep it active.
You’re welcome Eric. Interesting scenario. One small part you may want to look into with an accountant. The LLC also has to file Form 568 (Limited Liability Company Return of Income) each year. I’m not sure how qualifying, cancelling, and re-qualifying may affect that.
Hi there,
I totally understand that the LLC should be registered as a foreign LLC if doing business in another state. Does this concept also apply to E-commerce business? For example, if I register a Wyoming LLC but live in Nevada, doing amazon selling business online. Should I still register my Wyoming LLC as foreign LLC in Nevada? To make it clear, that business in Nevada is online, and it doesn’t have physical store or employee. All it may have is utilizing Amazon’s warehouse and FBA service.
Hi Jason, yes, this concept extends to online business, since the online business is being ran and managed from somewhere. While the business is online, all the activities you are doing on behalf of that business are taking place in Nevada. So therefore the LLC will be transacting business in Nevada. Hope that helps.
3 partners have formed a holding company (A) in WY. This holding company will own a subsidiary operating company (B), which will develop apps for a Canadian owned platform. So all work will be remote/online, and no actual business will be transacting in any of the following states. 2 of the partners of (A) live in PA and will be the CEO and CMO of (B), and the other partner who lives in NC will be the COO of (B). (B) will also hire 2 initial remote developers, one lives in PA and the other CA.
What state do you recommend we form (B) in, and would we have to file (B) as a foreign entity in each other state where a remote employee works? (aka if we filed in WY, would we need to file foreign in NC, PA, and CA as well with this setup?)
Does it make a difference if the employee is a contractor instead? (1099 vs W2)
Hi George, yes, the 1099 vs W2 matters, as having W2 employees constitutes “transacting business”, so you’d need to foreign qualify Subsidiary B in all states with W2 employees. Furthermore, in order to run payroll, you’ll be registering Subsidiary B with the Department of Revenue (or equivalent agency) in each of those states where you’re running payroll. There may also be local registrations needed (county, city, town level payroll taxes). Even though the business is online, that doesn’t escape state laws of “transacting business”. Meaning, running an online business from home (in PA and NC) means that LLC is transacting business in those states. Hope that helps.
Does an LLC formed in State 1 whose only purpose is to fully own a different LLC in formed in State 2 need to register as a foreign LLC in State 2?