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 Connecticut, you generally need to register the Wyoming LLC as a "foreign LLC" with Connecticut.
Connecticut foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Connecticut — ~$120.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Connecticut: $50-$200/year (you need a separate one for each state).
- Annual report in Connecticut: $80 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Connecticut, owning property in Connecticut, or executing repeated transactions with Connecticut customers. Casual sales to Connecticut customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Connecticut 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 Connecticut, forming in Wyoming or Delaware almost always costs more than just forming in Connecticut, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.