Updated Recently

Foreign LLC Registration (Definition and Process Explained)

What is a foreign limited liability company (LLC)?

Written by Paul Donovan – Attorney, updated on

Often business owners decide to form their limited liability company (LLC) in one state, but either entirely transact business in or expand their business to another state. In this case, you’ll need to register your LLC in the new state as a “foreign” entity type.

The specific requirements to register a foreign LLC differ from state to state. Nonetheless, the procedural steps are simple.

What is a foreign limited liability company (LLC)?

A foreign LLC is an LLC that has registered to do business in a state other than the one in which it was originally formed. “Foreign” doesn’t mean that the entity was formed in another country. It merely means that the business entity was formed in another state and is a foreign entity to the new state.

When an LLC begins to conduct business in a state other than the one in which it was formed, it will be required to register there.

Before we start here’s a short video of how to register a foreign LLC.

How to register a foreign LLC

To register your LLC as a foreign LLC in another state, you must file specific documents and pay state fees.

The procedural steps to register a foreign LLC in a state are similar to LLC formation in your home state.

However, legally the two are very different. Registering an LLC as a foreign LLC in a new state doesn’t create a new entity.

There’s still only one LLC legally existing in and under the laws of the state in which it was formed. The LLC has merely put the new state on notice that it has entered the new state to do business and, more importantly to the new state, pay local LLC taxes.

Registering your LLC as a foreign LLC in a new state means that the LLC will be responsible for annual filings (such as an annual report) and paying certain fees/taxes in both states.

Steps to register a foreign LLC

  1. Step 1: Verify business name availability
  2. Step 2: Appoint a local registered agent
  3. Step 3: Obtain a certificate of good standing from your home state
  4. Step 4: Prepare and file a “Certificate of Authority”
  5. Step 5: File the registration documents with the secretary of state and pay state fees
  6. Step 6: Complete registrations with local tax and licensing authorities

1. Verify business name availability

To avoid confusing consumers, the company name of your LLC must be distinguishable from those held by other entities.

To verify that, do a name search on the local Secretary of State website. If the name is available, most states have a name reservation service that allows you to hold the name until you have filed all your documents.

If your legal company name is not available, then you’ll have to file for a “doing business as” name. Then use it to operate in the state.

2. Appoint a local registered agent

The purpose of a registered agent is to receive important mail from the state or legal documents on behalf of the LLC.

In most states, you can be your own registered agent if you have a physical address in the state (P.O. boxes are not accepted). But that’s often not the case for foreign LLCs.

Due to the above and privacy reasons, many businesses prefer to use a professional service instead. Thus, the principal office of the LLC will be different from the registered office for purposes of service of process.

3. Obtain a certificate of good standing from your home state

The new state in which you register your foreign LLC will want a certified copy of a Certificate of Good Standing from the state where the LLC was formed. This is a condition of registration.

A Certificate of Good Standing means that you have filed all required documents and paid all required fees in your home state. The fees for this document vary from state to state.

Some states may also want a copy of the LLC’s original Articles of Organization in the state where the LLC was originally formed. So be sure to request one.

4. Prepare and file a “Certificate of Authority”

Each state has a particular form that needs to be filed along with a fee to register the foreign LLC in their state. In some states, it’s called a “Certificate of Authority.” In others, it can be called:

  • Application for Authorization
  • Certificate of Existence
  • Certificate of Foreign Registration

In every case, this document serves the same purpose. It notifies the local Secretary of State about your registration request.

Typically, this form will ask you to provide the following details:

  • The legal name of your LLC
  • Fictitious or assumed name (if required)
  • In-state mailing address or city/county where you plan to operate
  • Company office address in the home state
  • Registered agent details

5. File the registration documents with the secretary of state and pay state fees

Once the proper forms have been obtained and completed, file them along with a cover letter and the fee with the new state’s secretary of state (or it may be a Division of Corporations, etc.). Once the approval is granted, you can legally begin operations.

6. Complete registrations with local tax and licensing authorities

Once your foreign LLC registration has been filed and accepted by the new state, you’ll also want to register with various state licensing and tax authorities, depending on the nature of your business.

For example, you may want to register with the state to pay sales/use taxes or the state franchise tax.

Also, you may be required to obtain a state license to operate certain businesses, such as a salon or real estate brokerage office.

You may also want to set up a new bank account in the new state for the LLC using the new business address.

Foreign LLC registration in every state

Below are the foreign LLC filing fees and links to the registration documents in each state.

Note: the fees for series LLC or limited partnerships may differ in certain states.
StateForeign LLC feeFiling forms
Alabama$150Registration form 
Alaska$350Registration form with instructions
Arizona$150Form and filing instructions
Arkansas$270 / $300Registration form
California$70Form and filing instructions
Colorado$100Registration form and online filings
Connecticut$120Registration form with instructions
Delaware$200Registration form with instructions
District of Columbia (D.C.)$99Registration form with instructions
Florida$125Registration form with instructions
Georgia$225 / $235Registration form with instructions and online filings
Hawaii$50Registration form, instructions, and online filings
Idaho$100Registration form with instructions and online filings
Illinois$150Registration form with instructions
Indiana$125Registration form with instructions and online filings
Iowa$100Registration form with instructions
Kansas$165Registration form with instructions
Kentucky$90Registration form with instructions
Louisiana$150Registration form with instructions
Maine$250Registration form with instructions
Maryland$100Registration form with instructions, and online filings 
Massachusetts$500Registration form with instructions
Michigan$50Registration form with instructions
Minnesota$185 / $205Registration form with instructions and online filings
Mississippi$250Registration form with instructions and online filings
Missouri$50 / $105Registration form with instructions and online filings
Montana$70Registration form with instructions and online filings
Nebraska$110Registration form with instructions and online filings
Nevada$425Registration form with instructions and online filings
New Hampshire$100Registration form with instructions and online filings
New Jersey$125Registration form with instructions and online filings
New Mexico$100Registration form with instructions
New York$250Registration form with instructions 
North Carolina$250Registration form with instructions and online filings
North Dakota$135Registration form with instructions and online filings
Ohio$99Registration form with instructions and online filings
Oklahoma$300Registration form with instructions and online filings
Oregon$275Registration form, instructions, and online filings
Pennsylvania$250Registration form with instructions and online filings
Rhode Island$150Registration form with instructions
South Carolina$110Registration form with instructions and online filings
South Dakota$750 / $765Registration form with instructions and online filings
Tennessee$50 per member

($300 minimum/$3,000 maximum)

Registration form with instructions and online filings
Texas$750Registration form with instructions and online filings
Utah$70Registration form with instructions 
Vermont$125Registration form, instructions, and online filings
Virginia$100Registration form with instructions and online filings
Washington$200Registration form with instructions and online filings
West Virginia$150Registration form with instructions and online filings
Wisconsin$100Registration form with instructions and online filings
Wyoming$100Registration form with instructions 

This material is provided for informational purposes only. The provision of this material does not create an attorney-client relationship between Paul Donovan and/or Donovan Legal PLLC and the reader and does not constitute legal advice. Legal advice must be tailored to the specific circumstances of each case, and the contents of this article are not a substitute for legal counsel. Do not take action in reliance on the contents of this material without seeking the advice of counsel.

Paul Donovan

Article by:

Paul Donovan

Attorney

Paul Donovan is an attorney, CPA, real estate developer, and broker with 25 years of experience advising real estate clients on the legal, tax, and financial aspects of real estate. Paul spent much of his career working for the “Big 4” advising Fortune 500 companies on complicated tax issues involved in the acquisition and disposition of real estate assets around the world.

Small business tips straight to your inbox

Already running a small business? Get free tips to your inbox.

We respect your privacy. We're GDPR compliant.