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 South Carolina, you generally need to register the Wyoming LLC as a "foreign LLC" with South Carolina.
South Carolina foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in South Carolina — ~$110.
- Certificate of good standing from home state: $10-$50.
- Registered agent in South Carolina: $50-$200/year (you need a separate one for each state).
- Annual report in South Carolina: Not required.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in South Carolina, owning property in South Carolina, or executing repeated transactions with South Carolina customers. Casual sales to South Carolina customers usually don't trigger registration.
Penalties for not registering
- Loss of access to South Carolina 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 South Carolina, forming in Wyoming or Delaware almost always costs more than just forming in South Carolina, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.