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