What Is a Foreign LLC?
A foreign LLC isn’t an LLC that’s in a foreign country. The term “foreign” in this case means an LLC is registered in a different state where it does business. That state, however, is not the primary or first state where the LLC was initially registered. For example, if you start your business first in Ohio, then add a location in Pennsylvania, your LLC is a foreign LLC in Pennsylvania and you must register as such in that state.
How To Register a Foreign LLC
If your business is organized as a limited liability company (LLC) and it is doing business in more than one state, you must register your LLC in all states where you are doing business. The process for registering a foreign LLC is different for each state, but here’s the general process. including any documents. First, register your LLC (limited liability company) in the primary state where you are doing business. If you already have an LLC, you are set for that state. To register the foreign LLC, you will need the information from the Articles of Organization and you will need a copy of the official LLC document from the state. Next, determine if you are “doing business” in another state and are thus required to register as a foreign LLC in that state. The term “doing business” may differ by state, but it usually includes these activities:
Having a bank account in the state Selling in the state through a distributor, an agent, or a manufacturer’s representative Maintaining an office, manufacturing or distribution facility, or retail store in the state Owning real property or personal property in the state Transacting business or holding meetings in the state
Go to the website of the Secretary of State for that state and the business division (this division is called something different in each state). Search for the information on that state’s requirements for the information that must be included in the foreign LLC registration document. (It might be called a “Certificate of Authority” or an “Application for Authorization.”) From the Secretary of State’s website, you will also need the following:
The registration fee for foreign LLC registration in that stateThe address for sending the registration.
Fill out the Certificate of Authority or Application for Authorization, or whatever this document is called in that state. Depending on the state, you will need to include:
The name of the LLC and the name you are doing business as in that state, if they are differentThe state where the LLC is originally registered, the date of formation, and the duration (perpetual or for a defined time period)The street address of the original LLCThe street address (not a PO Box) of the LLC in the state where you are doing the foreign LLC registration
You may also need these documents for your foreign LLC:
A copy of the Articles of Organization from the original LLC registrationA copy of the LLC registration document from your original stateA copy of the official document recognizing your LLC in your original state
Some states require you to include a copy of the original documents showing that the LLC has been registered in its “home” state, and/or a copy of the official document registering the LLC. When you have checked your application for accuracy, send it to the Secretary of State, along with a check (from your business account) for the registration fee.
Tips for Registering a Foreign LLC
If you are forming a new LLC and you have not yet named your LLC, include the designation “LLC” or “Limited Company” in the name, even if your state does not require it. That way, you are all set if you need to register as a foreign LLC in a state that requires that the “LLC” designation be used. Many states require an annual or biennial registration report of LLCs in that state. Be prepared to provide a report of your LLC in every state where you are registered, every other year; most states allow you to file online. Failure to file this report can result in the state declaring your LLC “out of business” in that state. In most states, you will need a registered agent for every state in which you have locations. A registered agent is someone who can receive legal documents, like a summons. You have to include the name and address of your registered agent on the foreign LLC registration.
