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 West Virginia, you generally need to register the Wyoming LLC as a "foreign LLC" with West Virginia.
West Virginia foreign LLC registration cost
- Certificate of authority filing fee: roughly the same as a new domestic LLC in West Virginia — ~$100.
- Certificate of good standing from home state: $10-$50.
- Registered agent in West Virginia: $50-$200/year (you need a separate one for each state).
- Annual report in West Virginia: $25 per year.
- No franchise minimum.
When you must register
"Doing business" definitions vary, but typically include: having an office or employees in West Virginia, owning property in West Virginia, or executing repeated transactions with West Virginia customers. Casual sales to West Virginia customers usually don't trigger registration.
Penalties for not registering
- Loss of access to West Virginia 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 West Virginia, forming in Wyoming or Delaware almost always costs more than just forming in West Virginia, because you pay both states. Forming out-of-state pays off only for true holding companies and non-residents.