What "foreign LLC" means
"Foreign" here means out-of-state, not out-of-country. If your LLC is formed in Wyoming but you're physically doing business in Arizona, you generally need to register the Wyoming LLC as a "foreign LLC" with Arizona.
Arizona foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Arizona — ~$50.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Arizona: $50-$200/year (you need a separate one for each state).
- Annual report in Arizona: Not required.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Arizona, owning property in Arizona, or executing repeated transactions with Arizona customers. Casual sales to Arizona customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Arizona courts for collections.
- Back-payment of all years' annual fees with penalties.
- Personal liability exposure (the corporate veil weakens in some states).
The math: is it worth forming out-of-state?
If you operate in Arizona, forming in Wyoming or Delaware almost always costs more than just forming in Arizona, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.