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 Tennessee, you generally need to register the Wyoming LLC as a "foreign LLC" with Tennessee.
Tennessee foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Tennessee — ~$300.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Tennessee: $50-$200/year (you need a separate one for each state).
- Annual report in Tennessee: $300 per year.
- Franchise/privilege tax minimum: $100/yr.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Tennessee, owning property in Tennessee, or executing repeated transactions with Tennessee customers. Casual sales to Tennessee customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Tennessee 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 Tennessee, forming in Wyoming or Delaware almost always costs more than just forming in Tennessee, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.