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 California, you generally need to register the Wyoming LLC as a "foreign LLC" with California.
California foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in California — ~$70.
- Certificate of good standing from home state: $10-$50.
- Registered agent in California: $50-$200/year (you need a separate one for each state).
- Annual report in California: $20 per 2 years.
- Franchise/privilege tax minimum: $800/yr.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in California, owning property in California, or executing repeated transactions with California customers. Casual sales to California customers usually don't trigger registration.
Penalties for not registering
- Loss of access to California 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 California, forming in Wyoming or Delaware almost always costs more than just forming in California, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.