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 Rhode Island, you generally need to register the Wyoming LLC as a "foreign LLC" with Rhode Island.
Rhode Island foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Rhode Island — ~$150.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Rhode Island: $50-$200/year (you need a separate one for each state).
- Annual report in Rhode Island: $50 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Rhode Island, owning property in Rhode Island, or executing repeated transactions with Rhode Island customers. Casual sales to Rhode Island customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Rhode Island 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 Rhode Island, forming in Wyoming or Delaware almost always costs more than just forming in Rhode Island, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.