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 Massachusetts, you generally need to register the Wyoming LLC as a "foreign LLC" with Massachusetts.
Massachusetts foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Massachusetts — ~$500.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Massachusetts: $50-$200/year (you need a separate one for each state).
- Annual report in Massachusetts: $500 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Massachusetts, owning property in Massachusetts, or executing repeated transactions with Massachusetts customers. Casual sales to Massachusetts customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Massachusetts 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 Massachusetts, forming in Wyoming or Delaware almost always costs more than just forming in Massachusetts, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.