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 Minnesota, you generally need to register the Wyoming LLC as a "foreign LLC" with Minnesota.
Minnesota foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Minnesota — ~$155.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Minnesota: $50-$200/year (you need a separate one for each state).
- Annual report in Minnesota: $0 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Minnesota, owning property in Minnesota, or executing repeated transactions with Minnesota customers. Casual sales to Minnesota customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Minnesota 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 Minnesota, forming in Wyoming or Delaware almost always costs more than just forming in Minnesota, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.