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 Vermont, you generally need to register the Wyoming LLC as a "foreign LLC" with Vermont.
Vermont foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in Vermont — ~$125.
- Certificate of good standing from home state: $10-$50.
- Registered agent in Vermont: $50-$200/year (you need a separate one for each state).
- Annual report in Vermont: $35 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in Vermont, owning property in Vermont, or executing repeated transactions with Vermont customers. Casual sales to Vermont customers usually don't trigger registration.
Penalties for not registering
- Loss of access to Vermont 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 Vermont, forming in Wyoming or Delaware almost always costs more than just forming in Vermont, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.