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