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 York, you generally need to register the Wyoming LLC as a "foreign LLC" with New York.
New York foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in New York — ~$200.
- Certificate of good standing from home state: $10-$50.
- Registered agent in New York: $50-$200/year (you need a separate one for each state).
- Annual report in New York: $9 per 2 years.
- Franchise/privilege tax minimum: $25/yr.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in New York, owning property in New York, or executing repeated transactions with New York customers. Casual sales to New York customers usually don't trigger registration.
Penalties for not registering
- Loss of access to New York 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 York, forming in Wyoming or Delaware almost always costs more than just forming in New York, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.