Foreign LLC Registration: Forms and Fees by State

Foreign LLC registration is the filing an LLC makes to do business in a state other than the one that formed it. You file that state's application for registration (some states call it a certificate of authority), name a registered agent there, usually attach a certificate of good standing from your home state, and pay its fee: $50 in Michigan up to $750 in South Dakota and Texas, with a median of $150. After that the company files a report in both states.

This guide covers when a second state counts as doing business, the six steps, every state's form and fee in one table, the certificate and agent each application asks for, what an unregistered LLC risks, and the choice owners face when the business moves for good: keep the old LLC and register it, move it by domestication or conversion, or start a new LLC in the new state.

What "foreign" means for an LLC

A domestic LLC is one formed under a state's law; a foreign LLC, to every other state, is one formed somewhere else. It has nothing to do with another country. A Texas LLC is domestic in Texas and foreign in Oklahoma, Louisiana and the other 49 jurisdictions. Registering in a second state does not create a second company: it is the same LLC, with the same members, operating agreement and federal tax number, given permission to transact business in one more state. The home state still governs its internal affairs, which is why domestic and foreign filings differ: the foreign application asks where the LLC was formed and when, and usually wants the home state to vouch for it.

When you have to register: what transacting business means

Every state requires a foreign LLC to register before it transacts business there, and almost none define the phrase directly. Instead their LLC statutes list activities that, on their own, do not count. The lists are similar from state to state and usually include:

• holding meetings of members or managers, or keeping a bank account, in the state;
• bringing, defending or settling a lawsuit or other proceeding;
• selling through independent contractors, or taking orders by mail, phone or online that are accepted outside the state;
• interstate commerce, such as shipping goods into the state from elsewhere;
• a single, isolated transaction completed within a short period (many statutes say 30 days) that is not one of a series;
• making or collecting loans, or owning property that is not used in a business there, in many states.

What usually does count is a sustained presence: an office, store or warehouse in the state; employees who work there; inventory kept there; or regular, repeated work with customers on site. A consultant who flies in for one project is in a gray zone; one who signs a lease is not. Because the lists vary in their details, read the second state's statute or ask its filing office when the answer matters.

Two things are easy to confuse with this test. Tax nexus is separate: a state can expect sales tax or income tax returns from a business that does not need to register as a foreign LLC, and the reverse. And where you live is not the test either. An owner who lives in one state and runs the business from there is almost always transacting business in that state, which is the point of the best state to form an LLC guide: forming elsewhere then means registering at home as a foreign LLC.

How to register a foreign LLC, step by step

1. Confirm the LLC needs to register there. Check what the business does in the second state against that state's idea of transacting business: an office, staff, inventory or a steady stream of in-person work there usually counts; a bank account, a single deal or sales shipped in from outside usually does not.
2. Check that the name is available in the second state. Search the second state's business records for the LLC's exact name. If another company already holds it there, the state will ask the LLC to register under an alternate name (often called a fictitious name) for its business in that state. Every state's official search is linked in the LLC name search table.
3. Order a certificate of good standing from the home state. Most states want proof that the LLC is current in the state that formed it: a certificate of good standing, existence or status, issued recently (anywhere from 30 days to a year before filing, depending on the state). Order it from the home state's filing office shortly before you file. What the certificate is and how to order one: certificate of good standing.
4. Appoint a registered agent in the second state. The application names an agent with a street address in that state, available in business hours. You can serve only if you have an address there; otherwise a commercial agent serves. Each state's rules on who may serve are in registered agent requirements by state.
5. File the foreign registration and pay the state fee. File the state's application for registration or certificate of authority, with the certificate attached where required, and pay its fee. Most states file it online through the same portal that forms domestic LLCs.
6. Register for taxes and calendar both reports. Open the second state's tax accounts the business needs (sales tax, withholding), then put both states' recurring reports on the calendar: the home state's and the second state's, each with its own date and fee.

Foreign LLC registration forms and fees by state

One row per state and DC: the state's own name for the foreign registration, the state fee, what it wants from the home state, and the recurring fee a foreign LLC pays there. 51 of 51 fees were read on the state's own fee schedule, form or statute on November 1, 2026; a cell marked "see the state's portal" is one the state's pages did not let us confirm, and links the state's filing site rather than print a figure from elsewhere. Among the largest states: California ($70), Texas ($750), Florida ($125), New York ($250), Pennsylvania ($250), Illinois ($150), Ohio ($99) and Georgia ($235).

In 28 states the foreign registration costs more than forming a new LLC there would (Alaska, Arizona, Arkansas, Colorado, Delaware, District of Columbia, Georgia, Indiana, Iowa, Kansas, among others). That does not make a new LLC the cheaper route on its own, because a second company brings its own reports, tax returns and bank account; it is one of the figures to weigh in the last section.

One state adds a step after the filing. New York requires a foreign LLC to publish a notice of its registration once a week for six weeks in two newspapers chosen by the county clerk, within 120 days, and then file a Certificate of Publication ($50 to the state; the newspapers charge separately). Its authority to do business is suspended until it does. Arizona, which requires publication from some of its own LLCs, does not require it from foreign ones.

The certificate of good standing from your home state

The second state wants to know the LLC exists and is current where it was formed, so most applications ask for a certificate from the home state's filing office. States call it a certificate of good standing, of existence, of status or of fact; it is the same document, a one-page statement that the LLC is active and has filed its reports and paid its fees. Of the states whose forms or instructions say, 38 ask for one and 12 (Alabama, Colorado, Georgia, Kansas, Kentucky, Minnesota, Montana, Nevada, Ohio, Pennsylvania, Texas and Wisconsin) do not; the "From the home state" column shows each rule as the state states it.

• Age limits are common, and they differ. Michigan wants the certificate dated no more than 30 days before it receives the application, Arizona 60 days, Florida 90, North Carolina and Delaware six months, and New York a year. Order it close to the filing date rather than months ahead.
• A few states want something else. Virginia does not accept a certificate that only certifies good standing; it asks for a copy of the LLC's articles and amendments, certified by the home state within the past 12 months. Others, such as Texas, Ohio, Pennsylvania and Wisconsin, ask for no home-state document at all.
• The home state charges for it. The certificate is a separate order with its own fee, paid to the state that formed the LLC, and most states issue it online in minutes.
• It only issues if the LLC is current. An LLC behind on its annual report or fees cannot get one until it catches up, which is a common reason a foreign registration stalls.

How the certificate works, what it costs and how to order one in each state is in the certificate of good standing guide.

A registered agent in the second state

The foreign application names a registered agent with a street address in that state, just as a domestic formation does. Your home-state agent cannot serve unless it also has an address in the second state. You can be the agent yourself only if you have a street address there and are available in business hours, which owners expanding from another state usually do not, so most foreign LLCs use a commercial agent in each state where they register. A few states ask the agent to accept the appointment on the filing.

Each state's rules (who may serve, the consent form, the change filing and its fee) are on its own page: Texas, Florida, California, New York, Georgia and Illinois and the rest are linked in the table above and at registered agent requirements by state. Standard Filings can serve as the agent in most states; the state pages say where.

• Texas registered agent requirements
• Florida registered agent requirements
• California registered agent requirements
• New York registered agent requirements
• Georgia registered agent requirements
• Illinois registered agent requirements

Two annual reports, two calendars

Registration is not a one-time cost. From the day the second state accepts it, the LLC owes that state's recurring report (and any franchise tax) on that state's schedule, on top of the home state's. The dates rarely line up: one state may want its report by a fixed date in spring, the other by the end of the LLC's anniversary month. A foreign LLC that misses the second state's report can have its registration revoked there while staying in good standing at home.

The fee can also differ from what the state charges its own LLCs. In the research, 6 states charge a foreign LLC a different recurring amount than a domestic one: Alaska ($200 every 2 years for a foreign LLC, $100 every 2 years for its own), Maine ($150 a year for a foreign LLC, $85 a year for its own), Mississippi ($250 a year for a foreign LLC, nothing for its own), Oregon ($275 a year for a foreign LLC, $100 a year for its own), Vermont ($170 a year for a foreign LLC, $45 a year for its own) and Wisconsin ($65 a year for a foreign LLC, $25 a year for its own). Each state's report, due date and late penalty are on its annual report page; the recurring column in the table above links them, for example Florida, California and Texas.

What happens if you do not register

The consequences are set state by state, but they follow a common pattern, and none of them make the problem go away:

• No access to that state's courts. An unregistered foreign LLC generally cannot bring a lawsuit in the state's courts until it registers. It can still be sued there, and its contracts usually remain valid.
• Back fees and penalties. Many states charge the fees and taxes the LLC would have paid had it registered on time, plus penalties or interest for the period it operated unregistered, before they accept the late registration.
• Fines. Some states impose a civil penalty for transacting business without registering, and a few count it per day or per year.
• Practical friction. Banks, landlords, licensing boards and large customers in the state often ask for proof of registration, and the state's tax department may find the LLC first.

Two examples read on the states' own pages show how the back charges work. Texas's fee schedule adds a late filing fee equal to the registration fee for each calendar year the LLC did business in Texas without registering. Wisconsin's foreign registration adds $97.50 for each prior calendar year the LLC did business there unregistered (its foreign annual report fee plus a 50 percent penalty). In most states the fix is still to register, pay what is owed and carry on; the specific penalty is in the second state's LLC statute and fee schedule.

Moving an LLC to another state: register, domesticate, or start over

"Transferring an LLC" to a new state is not a single filing. An owner whose business is leaving one state for good has three routes:

1. Keep the LLC and register it as foreign in the new state. The simplest paperwork, but the LLC stays a creature of the old state: reports, fees and an agent there forever, plus the same in the new state.
2. Domesticate or convert it into the new state. Many states let an LLC change its home state by statute: the new state accepts a certificate of domestication or conversion (with the old state's formation details), the old state records the departure, and the company continues as the same entity, usually with the same federal tax number, contracts and bank accounts. It works only when both states allow it, and each charges its own fee; when one state does not, this route is closed.
3. Form a new LLC in the new state and close the old one. Always available. The new company starts clean, then the old one transfers its assets and contracts and files articles of dissolution at home. The cost is the paperwork of moving everything across, and in most cases a new federal tax number; when the IRS requires a new EIN is covered at llc-ein.com.

For a one-person business with few contracts, the third route is often the least work; for a company with leases, loans or licenses in its name, the second keeps them intact. The closing side is in how to dissolve an LLC, which also covers withdrawing a foreign registration when the LLC stops doing business in a state.

Starting the new LLC is a formation in the new state, for example Texas, Florida or North Carolina, at America LLC Filing, our sister site.

Leaving a state: withdrawing the registration

When the LLC stops doing business in a state where it registered, it files that state's certificate of withdrawal (or cancellation of registration). Until then the registration stays active and the state keeps expecting reports, and many states will not accept the withdrawal from an LLC that is behind on them. Dissolving the LLC at home does not withdraw it anywhere else; each registration ends with its own filing.