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 Texas, you generally need to register the Wyoming LLC as a "foreign LLC" with Texas.
Texas foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Texas — ~$300.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Texas: $50-$200/year (you need a separate one for each state).
- Annual report in Texas: $0 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Texas, owning property in Texas, or executing repeated transactions with Texas customers. Casual sales to Texas customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Texas 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 Texas, forming in Wyoming or Delaware almost always costs more than just forming in Texas, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.