Foreign LLC Registration: When You Need It

A "foreign LLC" is not a business from another country — it is an LLC doing business in a state other than where it was formed. If your LLC was formed in Wyoming but you operate in California, California considers you a foreign LLC. And California requires you to register.

When Is Foreign Registration Required?

You typically need to register as a foreign LLC in another state if you:

• Have a physical office, store, or warehouse in the state
• Have employees working in the state
• Regularly meet with clients in the state
• Own or lease property in the state
• Exceed a certain number of sales transactions in the state

You typically do NOT need to register if you:

• Sell products online to customers in the state (but may need to collect sales tax)
• Attend occasional trade shows or conferences
• Have a bank account in the state
• Conduct isolated or occasional transactions

The definition of "doing business" varies by state. When in doubt, check with the state's Secretary of State office or consult an attorney.

How to Register

1. Get a Certificate of Good Standing from your formation state. This proves your LLC is in active status.
2. File a Foreign LLC Application with the new state. Fees range from $50 to $750 depending on the state.
3. Appoint a registered agent in the new state.
4. Comply with the new state's ongoing requirements — annual reports, tax filings, etc.

Common Costs

What Happens If You Don't Register

Operating in a state without proper registration can result in:

• Fines and penalties
• Inability to sue or enforce contracts in that state's courts
• Back taxes and fees for the period you were unregistered
• Personal liability for the business owners

Ask Sedes whether your business activities require foreign LLC registration in another state.