Foreign LLC registration

What a foreign LLC is

An LLC is domestic in the state that formed it and foreign everywhere else. One formed in Delaware that opens an office in Texas is a Delaware LLC and, in Texas, a foreign LLC: it registers with the Texas Secretary of State but stays one company, with one operating agreement and one EIN. Each state it registers in adds a filing, a registered agent and that state's yearly report.

The filing goes by several names: a certificate of authority, or an application for one, in 15 states, and a registration in 29, whether an application for registration, a foreign registration statement or a certificate of registration. The other seven have names of their own: an application for authority in Kansas, New York and Oregon, an application for admission to transact business in Illinois, an application of a foreign limited liability company in Louisiana, a statement of foreign entity authority in Colorado and a statement of foreign qualification in Maine. All of them register an existing LLC to do business in the state, which is what "foreign qualification" means.

When an LLC has to register

Every state requires a foreign LLC to register before it transacts business there. Many LLC laws don't define transacting business so much as list what doesn't count. New Mexico's LLC Act, for one, says these activities don't count on their own:

• holding members' meetings or managing the LLC's internal affairs;
• keeping bank accounts;
• bringing, defending or settling a lawsuit;
• selling through independent contractors;
• taking orders by mail or through agents, when the orders become contracts only once they're accepted outside the state;
• borrowing or lending, and securing or collecting debts;
• owning property, without more;
• a single transaction completed within 30 days that isn't one of a series;
• interstate commerce.

An office, staff or a store in the state usually point the other way, and so does a steady trade carried on there. When it's a close call, the state's own statute decides, and a lawyer who knows it is worth asking before the penalties below come into play.

What the application needs

• A certificate of good standing from the home state, recent: New Mexico wants one current within 30 days, and Tennessee one no more than two months old. Many states ask for one; see certificate of good standing on our sister site for each state's.
• A registered agent with a street address in the new state, named on the application.
• A name the new state accepts. If the LLC's name is taken there, or lacks an ending the state requires, it registers to do business under another name in that state; Tennessee's form, for one, asks for that name, and lets an LLC simply add the words "limited liability company" or "LLC" without a separate filing. Check the name in the new state first.
• The state's form and fee, below.

Each state's filing and fee

Fees from each office's own fee schedule, form or statute, read on October 10, 2026; each filing links to its source. Montana adds $50 for each series of a series LLC. Tennessee's form warns that more may be due from an LLC that did business in the state before registering (T.C.A. § 48-249-913(d)). Each state's name opens its LLC name search, to check the name before you file.

If the LLC doesn't register

Each state's LLC law sets the price of doing business there unregistered. Texas sums up its rules this way: the LLC can't bring a lawsuit in a Texas court until it registers; the attorney general can stop it doing business in the state; it owes a civil penalty equal to all the fees and taxes it would have paid had it registered when it should have; and once it has done business there for more than 90 days, the Secretary of State charges a late fee equal to the registration fee for each year, or part of a year, it was late. For an LLC, that's $750 a year.

Georgia charges a foreign LLC that registers late a $500 penalty plus all the fees it would have paid. New Mexico's Act shows the other side of the same rule: an unregistered LLC's contracts stay valid, and it can defend a lawsuit, but it can't bring one in the state's courts until it registers.

After it registers

• File the new state's reports and pay its taxes on that state's own schedule: see LLC annual reports by state.
• Keep each registration current. When the LLC changes its name, it amends the registration in every state where it's registered: see how to change an LLC name.
• Withdraw when you leave. An LLC that stops doing business in a state files to withdraw or cancel its registration there, so the reports and fees stop, rather than letting the state revoke it.

Registering, or forming a second LLC

Some owners form a new LLC in the second state instead. That's a separate company, with its own filing, EIN, operating agreement and reports, which can make sense for a separate business with its own owners or risks. For the same business crossing a state line, registering the existing LLC keeps one company and one set of books.