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