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 Ohio, you generally need to register the Wyoming LLC as a "foreign LLC" with Ohio.
Ohio foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Ohio — ~$99.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Ohio: $50-$200/year (you need a separate one for each state).
- Annual report in Ohio: Not required.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Ohio, owning property in Ohio, or executing repeated transactions with Ohio customers. Casual sales to Ohio customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Ohio 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 Ohio, forming in Wyoming or Delaware almost always costs more than just forming in Ohio, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.