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 Maryland, you generally need to register the Wyoming LLC as a "foreign LLC" with Maryland.
Maryland foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Maryland — ~$100.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Maryland: $50-$200/year (you need a separate one for each state).
- Annual report in Maryland: $300 per year.
- Franchise/privilege tax minimum: $300/yr.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Maryland, owning property in Maryland, or executing repeated transactions with Maryland customers. Casual sales to Maryland customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Maryland 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 Maryland, forming in Wyoming or Delaware almost always costs more than just forming in Maryland, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.