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Every LLC is domestic in exactly one state, the state whose law it was formed under. In every other state where it registers to do business, it is a foreign LLC. The same applies to corporations, nonprofits and limited partnerships.
Domestic entity
A domestic LLC filed its articles of organization, sometimes called a certificate of formation, with the filing office of that state. That state's law governs how the company is run, how members vote and how it is dissolved. Its "home" record sits in that state's register with the formation date.
When you form an LLC, you pick its home state. Most small owners choose the state where they live and work, because they would have to register there anyway. The which state to form an LLC page explains why.
Foreign entity
A foreign LLC is the same company, registered a second time in another state. It does not form again. It files a foreign registration, which states call by different names, such as an application for registration, a certificate of authority or an application for authority. Most states ask for proof from the home state that the company is in good standing, usually a certificate of good standing issued recently.
A foreign LLC also needs a registered agent with an address in each state where it registers. It then files that state's annual or periodic reports and pays its fees, on top of what it owes the home state.
How the two show up in a search
In a state register, look at the entity type or jurisdiction field. A domestic company usually shows the state itself, or a label such as "Domestic LLC". A foreign company usually shows its home state, for example "Foreign LLC, jurisdiction Delaware", and two dates: when it was formed at home and when it registered in this state.
This matters when you check a company. A foreign record in one state does not tell you the company's status at home. A company can be active in the state where it works and still be behind on reports in its home state. To check both, search the home state's register as well. Each state guide links to the right search.
Doing business in a state
The duty to register as a foreign LLC turns on whether the company is "transacting business" or "doing business" in a state. Each state defines this in its own law. Having an office, staff or a shop in a state usually counts. Many states also list things that do not count on their own, such as holding a bank account or a single one-off sale. The lists differ, so read the rule on the state guide for the place you have in mind, and ask an attorney if your case is close.
Our foreign LLC registration guide walks through the filing itself.
Quick comparison
| Domestic LLC | Foreign LLC | |
|---|---|---|
| Where it was formed | This state | Another state or country |
| First filing | Articles of organization or certificate of formation | Foreign registration or certificate of authority |
| Proof from another state | Not needed | Usually a good standing certificate from the home state |
| Law that governs internal affairs | This state | The home state |
| Reports and fees | This state only | This state and the home state |
Fees and report rules for each filing differ by state. The LLC fees by state table shows them with their sources.