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 Idaho, you generally need to register the Wyoming LLC as a "foreign LLC" with Idaho.
Idaho foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Idaho — ~$100.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Idaho: $50-$200/year (you need a separate one for each state).
- Annual report in Idaho: $0 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Idaho, owning property in Idaho, or executing repeated transactions with Idaho customers. Casual sales to Idaho customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Idaho 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 Idaho, forming in Wyoming or Delaware almost always costs more than just forming in Idaho, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.