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