# What is a foreign LLC?

Source: https://joinopenfile.com/guides/foreign-llc
Index: https://joinopenfile.com/llms.txt

A foreign LLC is not a company from another country. It is an LLC formed in one state and registered to do business in a second state, and the filing that does it is called an application for registration, an application for authority or an application for a certificate of authority, depending on the state. You do not re-form the company: it stays an LLC of its home state, and the second state adds its own registration, its own registered agent and its own fees.Updated November 8, 2026

## When a second state makes you register

The SBA's test is where you are active, not where you live. It says you may need to file for foreign qualification if your business has a physical presence in the state, if you often have in-person meetings with clients there, if a significant portion of your company's revenue comes from the state, or if any of your employees work there.

Each state then has its own list of what does not count. Florida's statute says maintaining, defending or settling a proceeding, holding meetings about internal company affairs, maintaining bank accounts, selling through independent contractors, soliciting orders by mail, creating or securing debt, transacting business in interstate commerce and an isolated transaction completed within 30 days are not transacting business there. Owning income-producing real or personal property in Florida is, with narrow exceptions.

Florida says the list is not exhaustive, and no two states word theirs the same way. If your case sits near the line, ask a lawyer in that state.

## What the filing is called, state by state

Delaware takes an application for registration as a foreign limited liability company, and its statute sets the fee at $200. New York takes an application for authority. Florida issues a certificate of authority, and its statute says a foreign limited liability company may not transact business in the state until it obtains one from the department.

The fees are not close to each other. Texas charges $300 to form an LLC and $750 to register one formed elsewhere, which is the gap that makes forming in a state you do not work in expensive. [Best state to form an LLC](https://joinopenfile.com/guides/best-state-to-form-an-llc) has the rest of those numbers.

We can [register your LLC in another state](https://joinopenfile.com/pricing) for you, with that state's fee on top.

## Your home state has to vouch for you

Most states want proof the company exists where it was formed. The SBA says many states also require a certificate of good standing from your state of formation. Delaware wants a certificate issued by an authorized officer of the jurisdiction of its formation evidencing its existence, as of a date not earlier than 6 months before the filing date. New York wants a certificate of existence, or a certified copy of the articles of organization if the home jurisdiction issues no such certificate.

That document has its own fee and its own age limit, so order it close to the day you file. Delaware's statute sets $50 for a certificate of the Secretary of State, including a certificate of good standing, and more for certificates issued through its online services.

## A registered agent in each state

Registration gives the state someone to serve. Delaware's application has to give the company's registered office and registered agent in Delaware. Florida's application asks for the registered agent's name and address along with the company's own.

New York does it the other way around: a foreign LLC doing business there without a certificate of authority is treated as having appointed the Secretary of State as its agent for service of process for rights of action arising out of that business. Not registering does not keep you from being served, it only keeps you from suing.

So a company qualified in three states keeps three agents and three sets of filings. [What a registered agent does](https://joinopenfile.com/guides/registered-agent) covers who is allowed to be one.

## New York also makes you publish it

New York treats a foreign LLC like a new one. Within 120 days of the filing, a copy of the application or a notice containing the substance of it has to be published once in each week for six successive weeks in two newspapers of the county. Proof of publication, the company's certificate of publication with the newspapers' affidavits of publication annexed to it, has to be filed with the Department of State inside the same 120 days.

If it is not, the company's authority to do business in the state is suspended. Six weeks of notices cannot be rushed, so count them backwards from the date you need to be trading.

## What happens if you skip it

The usual penalty is losing the courthouse. Delaware says a foreign limited liability company doing business in the state may not maintain any action, suit or proceeding in Delaware until it has registered. New York's rule reads the same way, and Florida's reaches the successor or assignee of the claim as well, so selling the debt does not fix it. A Florida court can also stay a case while it works out whether a certificate was needed.

Then the money. Delaware charges $200 for each year or part of a year the company failed to register, on top of the registration itself. Florida charges the fees and penalties that would have been due for each year, plus a civil penalty of at least $500 and not more than $1,000 for each year.

The bill grows with how long you wait, and the one thing you cannot do in the meantime is sue.

## What skipping it does not do

It does not void your contracts. Delaware says the failure of a foreign limited liability company to register does not impair the validity of any contract or act of the company, and New York and Florida both say the same. Florida adds that the lack of a certificate does not stop the company defending an action and does not impair a deed, mortgage or security interest.

It also does not make the owners personally liable. Florida says members and managers are not liable for the company's debts solely because it operated without a certificate, and New York says a member, manager or agent is not liable for the company's obligations solely because it did business there without authority. The exposure is the penalties and the closed courthouse.

## The cheaper answer is usually your own state

Qualifying in a second state is a second set of everything: a filing fee, a registered agent, a report or a tax and, in New York, a publication. If the only state you work in is the one you live in, forming there is one of each.

The case for qualifying is real activity somewhere else: an office, employees, or the share of revenue the SBA describes. [Best state to form an LLC](https://joinopenfile.com/guides/best-state-to-form-an-llc) works through the Delaware, Wyoming and Nevada versions of that question, and [how to start an LLC](https://joinopenfile.com/guides/how-to-start-an-llc) covers the home-state filing itself.

## Questions

What is the difference between a domestic LLC and a foreign LLC?

Location, not nationality. The SBA says your LLC is domestic in the state where you form it and foreign in every other state. A foreign LLC is the same company, registered a second time in a state where it is active.

Do I need to register as a foreign LLC if I only sell online?

Often not, but it is the state's test rather than yours. Florida's statute says transacting business in interstate commerce, soliciting orders by mail, selling through independent contractors and maintaining bank accounts are not transacting business in the state. Employees, an office or income-producing property there change the answer, and every state words its list differently.

How much does it cost to register a foreign LLC?

It depends on the state. Delaware's statute sets $200 for an application for registration as a foreign limited liability company, and Texas charges $750 to register an LLC formed elsewhere against $300 to form one there. The home state's certificate of good standing is extra: Delaware's statute sets $50 for a certificate of the Secretary of State.

What happens if I do business in a state without registering?

Delaware says a foreign LLC doing business there may not maintain any action, suit or proceeding in the state until it has registered, and owes $200 for each year or part of a year it failed to register. Florida charges the back fees and penalties plus a civil penalty of at least $500 and not more than $1,000 for each year. Your contracts stay valid either way.

Do I need a registered agent in every state I register in?

Yes, because the application asks for one. Delaware's asks for the registered office and registered agent in Delaware, and Florida's asks for the agent's name and address, so a company qualified in three states keeps three agents.

Can I avoid foreign registration by forming in Delaware or Wyoming?

No. The SBA says every state other than the one where you form treats your company as foreign and you may need to file for foreign qualification, so forming in Delaware and working from Texas means registering in Texas too. That is two filings, two agents and two sets of fees instead of one.

[Start my business for me](https://joinopenfile.com/signup?next=%2Fstart)

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## Sources

- [SBA: Register your business](https://www.sba.gov/business-guide/launch-your-business/register-your-business)
- [Delaware LLC Act, sections 18-901 to 18-907](https://delcode.delaware.gov/title6/c018/sc09/index.html)
- [Delaware LLC Act, section 18-1105](https://delcode.delaware.gov/title6/c018/sc11/index.html)
- [Florida Statutes section 605.0902](https://www.flsenate.gov/Laws/Statutes/2025/605.0902)
- [Florida Statutes section 605.0904](https://www.flsenate.gov/Laws/Statutes/2025/605.0904)
- [Florida Statutes section 605.0905](https://www.flsenate.gov/Laws/Statutes/2025/605.0905)
- [New York LLC Law section 802](https://www.nysenate.gov/legislation/laws/LLC/802)
- [New York LLC Law section 808](https://www.nysenate.gov/legislation/laws/LLC/808)
- [Texas Secretary of State: Form 304, foreign LLC registration](https://www.sos.state.tx.us/corp/forms/304_boc.pdf)

## Keep reading

- [What is the best state to form an LLC?](https://joinopenfile.com/guides/best-state-to-form-an-llc)
- [What is a registered agent?](https://joinopenfile.com/guides/registered-agent)
- [How to start an LLC](https://joinopenfile.com/guides/how-to-start-an-llc)
- [What is an LLC?](https://joinopenfile.com/guides/what-is-an-llc)