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 Nebraska, you generally need to register the Wyoming LLC as a "foreign LLC" with Nebraska.
Nebraska foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Nebraska — ~$100.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Nebraska: $50-$200/year (you need a separate one for each state).
- Annual report in Nebraska: $13 per 2 years.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Nebraska, owning property in Nebraska, or executing repeated transactions with Nebraska customers. Casual sales to Nebraska customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Nebraska 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 Nebraska, forming in Wyoming or Delaware almost always costs more than just forming in Nebraska, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.