Last updated
Your LLC is domestic in the state where it was formed and foreign everywhere else. To work in a second state, it usually has to register there first. The SBA describes it like this: "you might need to form your business in one state and then file for foreign qualification in other states where your business is active" (SBA, register your business).
Foreign here means another state, not another country. Our foreign vs domestic LLC guide explains the terms.
When you must register
The trigger is doing business, sometimes called transacting business, in the state. Each state defines it in its own law, and the definitions differ. Signs that usually count:
- an office, shop or warehouse in the state;
- staff who live and work there;
- regular work done in person in the state;
- property you rent out there.
Many state laws also list things that do not count by themselves, such as holding a bank account, a single deal, or selling across state lines. If you are close to the line, check the statute or ask an attorney. The state guide links to the filing office for each state.
A common case: you formed in one state and you run the business from home in another. The state you live and work in usually expects you to register there. That is why our guide on which state to form an LLC in usually points to your home state.
What the filing needs
The names differ, but most states ask for much the same information:
- The LLC's legal name, and a different name to use in that state if yours is taken there.
- The home state and the date the LLC was formed.
- A registered agent with a street address in the new state. The SBA notes the agent "must be located in the state where you register."
- A certificate of good standing from the home state, in many states. The SBA says "Many states also require a Certificate of Good Standing from your state of formation."
- The fee set by that state.
The certificate of good standing
This is a document from your home state's filing office confirming the LLC exists and is up to date with its reports and fees. Each state has its own name for it, such as certificate of status, certificate of existence or certificate of fact. Many states want one dated recently, so order it close to your filing date. If your LLC is behind on a report at home, catch up first, or the home state will not issue it. See the certificate of good standing guide.
Fees vary by state
Every state sets its own foreign registration fee. In some it matches the fee to form a domestic LLC, and in others it is higher. After you register, the state usually expects its yearly report and fee from you as well, on the same terms as its own LLCs. So a registered LLC pays two sets of yearly state costs, one at home and one in each state where it registers.
Check the fee on the state guide before you file. For example, see California, Texas, New York or Florida. The LLC fees by state table shows the formation fees in one place, each with its source.
If you do not register
Each state sets its own consequences. Common ones are penalties and back fees, and a bar on bringing a lawsuit in that state's courts until the LLC registers. An attorney can tell you what applies in a given state.
Forming instead of registering
If the business will mainly work in one state, forming there from the start avoids foreign registration in that state. The start form below asks where the business will operate and suggests the filings that fit.