When do I need to register as a foreign LLC?
When you have a physical presence, employees, or sustained business activity in a state other than your formation state.
"Foreign LLC" is a misleading name · it does not refer to foreign countries. It means an LLC operating in a state other than the one it was formed in.
You generally must register as a foreign LLC in a state when you:
- Have an office, warehouse, or other physical premises there
- Have employees working there
- Have sustained, continuous business activity (regular contracts, project work)
- Hold a professional license in that state
- Own real property used in the business
You generally do NOT need to register just for:
- Occasional travel to the state
- Selling to customers in the state via online retail (in most cases)
- Sending mail or making phone calls to the state
Each state has its own "doing business" test, and the lines can blur. When in doubt, register · penalties for unregistered foreign LLCs include fines, loss of court access, and personal liability for officers.
Our foreign qualification service handles the filing in any US state for $99 + state fee.
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Contact a specialistOn the $129/yr Compliance Annual Filings plan, we cover state late fees.
When you autofile your annual report through the $129/yr plan and we miss the deadline, we pay the state's late fee. The guarantee applies to that specific plan and the filings it includes. Other File.Business services are billed at the prices on this page.