What is a Foreign LLC?

Sara Parker
Updated jan 10,2024
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What is a Foreign LLC?
A Foreign LLC is a limited liability company that was established in one state but wants to conduct business in another state. Here, “foreign” doesn’t refer to outside the U.S., but rather means that the company is “foreign” to the new state. Each state has its own legal requirements, so a Foreign LLC must register in the new state to operate legally there.
Common reasons for forming a Foreign LLC include expanding business operations or opening additional retail or physical locations in a new state. Many people misunderstand the term “Foreign LLC,” thinking it’s a way to save money overseas.
However, registering an LLC in a new state means you’ll need to register as a Foreign LLC in both the original and the new state, which results in paying application fees and annual report fees in both states.
The Registration Process for a Foreign LLC
The registration process for a Foreign LLC varies from state to state, but generally includes the following steps:
Submit Authorization Documents: You need to file documents like a “Certificate of Authority,” “Application for Authority,” or “Foreign LLC Registration” in the new state (names might differ slightly).
Provide Proof of Good Standing: Obtain a “Certificate of Good Standing” or “Certificate of Existence” from the original state. These documents, along with the application fee, are required to register your Foreign LLC in the new state.
Most states have the same registration fees for Foreign LLCs as they do for domestic LLCs, though some states may have higher fees.
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EIN and Foreign LLCs
When registering your LLC as a Foreign LLC in a new state, you typically do not need to apply for a new Employer Identification Number (EIN).
Foreign LLC Registration Fees by State
Here’s an overview of the registration fees for Foreign LLCs in some states:
- California: $70
- Texas: $750
- New York: $250
- Florida: $125
- Illinois: $150 (previously $500)
FAQs
Question 1: How should an LLC handle registration if it operates in multiple states?
If your business operates in several states, you need to register as a Foreign LLC in each state. For example, if you formed your LLC in Colorado but want to do business in California, you need to register as a Foreign LLC in California.
Question 2: How should partners living in different states register an LLC?
When partners live in different states, you need to choose a primary state for registration, form a domestic LLC there, and then register as a Foreign LLC in the other states. If the partners are involved in management, you can adjust the company structure accordingly.
Question 3: If a business only operates in one state but is registered in another, is dual registration necessary?
If your company is registered in one state but conducts substantial business activities in another state (like having an office or employees), you must register as a Foreign LLC in the state where the business activities occur.
Real-World Examples
Case 1: Art Sales Company
Background: Jessica runs an art sales company based in New York.
Challenge: Her business expanded into California, requiring her to organize physical art exhibitions there.
Solution: Jessica registered her business as a foreign LLC in California to legally conduct sales and exhibitions.
What’s Now: Her exhibitions were successful, boosting her sales by 30%.
Case 2: Software Development Startup
Background: Ethan and his team launched a software development company in Texas.
Challenge: They secured a significant contract in Florida, which required setting up an office there.
Solution: Ethan registered a foreign LLC in Florida and opened a small office to meet the contract’s requirements.
What’s Now: The project was a success, and their team has since doubled in size.
Case 3: Health Food Startup
Background: Ava started a health food delivery service in Oregon.
Challenge: The majority of her customers were in Washington State, prompting her to open a warehouse there to improve delivery times.
Solution: Ava registered as a foreign LLC in Washington and rented a warehouse to streamline operations.
What’s Now: She improved logistics efficiency by 50% and saw a rise in customer satisfaction.
Case 4: Online Retailer Expansion
Background: Noah runs an online retail store based in Illinois.
Challenge: With growing demand from customers in Ohio, he needed a local presence to reduce shipping times.
Solution: Noah registered as a foreign LLC in Ohio and set up a small distribution center.
What’s Now: Shipping times decreased by 40%, leading to more repeat business.
Case 5: Marketing Agency Growth
Background: Mia owns a digital marketing agency in Georgia.
Challenge: Her agency was hired by several clients in Florida, necessitating frequent travel and client meetings.
Solution: Mia registered as a foreign LLC in Florida to establish a local office for better client support.
What’s Now: Her business in Florida grew by 20%, with new client referrals coming in.
Case 6: Construction Firm Expansion
Background: Liam’s construction company is based in Arizona.
Challenge: He won a major project in Nevada, requiring a business presence in the state.
Solution: Liam registered as a foreign LLC in Nevada and set up a temporary office on-site.
What’s Now: The project was completed successfully, leading to more contracts in Nevada.
Case 7: Fitness Studio Chain
Background: Olivia owns a chain of fitness studios headquartered in Massachusetts.
Challenge: Her new franchise in Rhode Island needed to operate under the same brand and management.
Solution: Olivia registered her business as a foreign LLC in Rhode Island to expand her brand.
What’s Now: The new franchise gained popularity, contributing to a 15% increase in revenue.
Case 8: Tech Startup Expansion
Background: Lucas’s tech startup is based in Colorado.
Challenge: His product gained traction in Utah, prompting him to open a support office there.
Solution: Lucas registered as a foreign LLC in Utah and hired a local support team.
What’s Now: Customer satisfaction improved significantly, boosting sales by 25%.
Case 9: Educational Services Company
Background: Harper runs an educational services company in North Carolina.
Challenge: With growing demand in South Carolina, she needed to offer in-person workshops and classes.
Solution: Harper registered as a foreign LLC in South Carolina and rented space for classes.
What’s Now: Her workshops became successful, attracting more students and partnerships.
Case 10: Apparel Brand Expansion
Background: Jack owns an apparel brand based in Michigan.
Challenge: Expanding his brand into Indiana required a local distribution network to handle rising orders.
Solution: Jack registered as a foreign LLC in Indiana and set up a distribution center.
What’s Now: His brand’s presence in Indiana strengthened, resulting in a 30% increase in sales.
Foreign LLC Fees by State
State | Foreign LLC Fee | Form/Online Filing | Notes | Questions? |
---|---|---|---|---|
Alabama | $150 | Business Downloads | Check the Name Reservation Request Form for Foreign Entities. Regular service costs $10, expedited service costs $25. Also, use the Foreign LLC Application for Registration. | Alabama Secretary of State 334-242-7200 |
Alaska | $350 | Forms by Entity Type | Use the Registration of Foreign LLC Form (08-497) to register a foreign LLC. | State of Alaska 907-465-2550 |
Arizona | $150 | Forms | Fill out the Application for Registration of Foreign Limited Liability Company (Form L025). | Arizona Corporation Commission 602-542-3026 |
Arkansas | $270 – $300 | Forms | Submit the Application for Certificate of Registration of Foreign Limited Liability Company (Form FL-01). | Arkansas Secretary of State 501-682-3409 |
California | $70 | Forms | Complete the Application to Register (Form LLC-5) to register a foreign LLC. | California Secretary of State 916-657–5448 |
Colorado | $100 | File a Form | All filings are done online. Go to the Foreign Entities section and select Foreign entity to start the process. | Colorado Secretary of State 303-894-2200 |
Connecticut | $120 | Forms | Use the Application for Registration to get your foreign LLC approved. | Connecticut Secretary of State 860-509-6002 |
Delaware | $200 | New Entities | Complete the Certificate of Registration of Foreign Limited Liability Company form. | Delaware Secretary of State 302-739-3073 |
Florida | $125 | Foreign LLC Forms | Follow the steps for Qualification of Foreign LLC to register your entity. | Florida Department of State 850-245-6000 |
Georgia | $225 | eCorp | Create an account and register your foreign business. Ensure it is in good standing in its home state. | Georgia Secretary of State 404-656-2817 |
Hawaii | $50 | Foreign LLC | Use the Application for Certificate of Authority (Form FLLC-1) to register. | State of Hawaii 808-586-2727 |
Idaho | $100 | LLC Forms | Submit the Foreign Registration Statement (Limited Liability Company) for registration. | Idaho Secretary of State 208-334-2301 |
Illinois | $150 (used to be $500) | LLC Forms | Fill out the Application for Admission to Transact Business (Form LLC 45.5). | Illinois Secretary of State 217-782-6961 312-793-3380 |
Indiana | $125 | Business Forms | Complete the Application for Certificate of Authority (Form 49464) for your foreign LLC. | Indiana Secretary of State 317-234-9768 |
Iowa | $100 | Business Forms | Use the Foreign Limited Liability Companies (489) form to register. | Iowa Secretary of State 515-281-5204 |
Kansas | $165 | Business Forms | Complete the Foreign Entity Application for Registration (Form FA). | Kansas Secretary of State 785-296-4564 |
Kentucky | $90 | Filing Forms | Fill out the Certificate of Authority (FBE) form for foreign LLCs. | Kentucky Secretary of State 502-564-3490 |
Louisiana | $150 | New Filings | Complete the Foreign Limited Liability Company form. | Louisiana Secretary of State 225-925-4704 |
Maine | $250 | LLC Forms | Submit the MLLC-12 (Statement of Foreign Qualification to Conduct Activities). | Maine Secretary of State 207-624-7736 |
Maryland | $100 | Forms | Use the Foreign Limited Liability Company Registration form. | Maryland Secretary of State 410-767-1330 |
Massachusetts | $500 | Foreign LLC | Complete the Foreign Limited Liability Company Application for Registration. | Massachusetts Secretary of the Commonwealth 617-727-7030 |
Michigan | $50 | LLC Forms | File the Application for Certificate of Authority to Transact Business (Form 760). | Michigan Secretary of State 517-241-6470 |
Minnesota | $185 – $205 | Foreign LLC Forms | Submit the Certificate of Authority to Transact Business in MN (LLC). | Minnesota Secretary of State 651-296-2803 |
Mississippi | $250 | New Filing | Create an account to register an out-of-state business. | Mississippi Secretary of State 601-359-1633 |
Missouri | $50 online, $105 by mail | Fees and Forms | Complete the Application for Registration of a Foreign Limited Liability Company (LLC 4). | Missouri Secretary of State 573-751-4153 |
Montana | $70 | Foreign LLC | Submit the Application for Certificate of Authority. | Montana Secretary of State 406-444-3665 |
Nebraska | $120 | Forms | Complete the Certificate of Authority form. | Nebraska Secretary of State 402-471-4079 |
Nevada | $425 | All Forms | Submit the Foreign Limited-Liability Company form. | Nevada Secretary of State 775-684-5708 |
New Hampshire | $100 | Foreign LLC Forms | Complete the Application for Foreign Limited Liability Company Registration (Form FLLC-1). | New Hampshire Secretary of State 603-271-3246 |
New Jersey | $125 | Getting Registered | Refer to the section on "out-of-state (foreign) legal entity" for registration. | New Jersey Department of State 609-292-6748 |
New Mexico | $100 | Foreign LLC | Use the Application for Registration to register your foreign LLC. | New Mexico Secretary of State 505-827-4508 |
New York | $250 | Application for Authority | Complete the Fillable Application for Authority Form to register. | New York Department of State 518-473-2492 |
North Carolina | $250 | Forms | Submit the Application for Certificate of Authority (Form L-09). | North Carolina Secretary of State 919-807-2000 |
North Dakota | $135 | Forms | Complete the Foreign Business Limited Liability Company Certificate of Authority Application. | North Dakota Secretary of State 701-328-2900 |
Ohio | $99 | LLCs | Fill out the Registration of a Foreign Limited Liability Company (Form 533B). | Ohio Secretary of State 614-466-2655 |
Oklahoma | $300 | Forms | Complete the Registration of Foreign Limited Liability Company forms and procedures. | Oklahoma Secretary of State 405-521-3912 |
Oregon | $275 | Foreign LLCs | Submit the Application for Authority. | Oregon Secretary of State 503-986-2200 |
Pennsylvania | $250 | Forms | Complete the Foreign Registration Statement form. | Pennsylvania Department of State 717-787-1057 |
Rhode Island | $150 | Forms Library | Fill out the Application for Registration (Form 450). | Rhode Island Secretary of State 401-222-2357 |
South Carolina | $110 | Forms | Locate the Limited Liability Company - Foreign section to register. | South Carolina Secretary of State 803-734-2158 |
South Dakota | $750 – $765 | LLCs | Submit the Application for Certificate of Authority. | South Dakota Secretary of State 605-773-3537 |
Tennessee | $50 per member ($300 minimum / $3,000 maximum) | LLCs | Complete the Application for Certificate of Authority (ss-4233). | Tennessee Secretary of State 615-741-2286 |
Texas | $750 | Forms | Submit the Limited Liability Company Application for Registration (Form 304). | Texas Secretary of State 512-463-5555 |
Utah | $70 | Foreign LLC | Complete the Foreign Registration Statement form. | Utah Secretary of State 801-530-4849 |
Vermont | $125 | Fees and Filings | Submit the Certificate of Authority Application. | Vermont Secretary of State 802-828-2386 |
Virginia | $100 | Foreign LLCs | Complete the Application for a Certificate of Registration to Transact Business (Form LLC1052). | Virginia Corporation Commission 804-371-9733 |
Washington | $200 | Foreign Entity | Submit the Foreign Entity Registration form. | Washington Secretary of State 360-725-0377 |
Washington DC | $99 | Foreign Filing | Search for the FN-1 form in the document section. | District of Columbia Office of the Secretary 202-442-4400 |
West Virginia | $150 | Form LLCF-1 | Complete the Application for Certificate of Authority (Form LLF-1). | West Virginia Secretary of State 304-558-8000 |
Wisconsin | $100 | Filing Forms | Submit the Foreign Limited Liability Company Certificate of Registration Application (Form 521). | Wisconsin Secretary of State 608-261-7577 |
Wyoming | $100 | Forms | Complete the Certificate of Authority form. | Wyoming Secretary of State 307-777-7311 |
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