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 Jersey, you generally need to register the Wyoming LLC as a "foreign LLC" with New Jersey.
New Jersey foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in New Jersey — ~$125.
- Certificate of good standing from home state: $10-$50.
- Registered agent in New Jersey: $50-$200/year (you need a separate one for each state).
- Annual report in New Jersey: $75 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in New Jersey, owning property in New Jersey, or executing repeated transactions with New Jersey customers. Casual sales to New Jersey customers usually don't trigger registration.
Penalties for not registering
- Loss of access to New Jersey 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 Jersey, forming in Wyoming or Delaware almost always costs more than just forming in New Jersey, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.