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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