Foreign Limited Liability Company: Access New States (2026)

Foreign LLC vs. Domestic LLC

A domestic LLC does business in the same state where it was formed. In contrast, a foreign LLC is formed in one jurisdiction and does business in another. For example, a Maryland LLC would be a “foreign LLC” when doing business in Connecticut.

This raises two questions. First, why don’t businesses create a new LLC when entering a state? Among other reasons, opening a new LLC would be burdensome and could complicate the LLC’s taxes and accounting.

Second, why do states require LLCs to register when entering? Registration levels the playing field because foreign LLCs must comply with the same regulations and tax requirements as domestic LLCs.

When You Must Register in Another State

States generally require an LLC to register when it “does business” in the state. Virginia, for example, prohibits foreign LLCs from transacting business without obtaining a certificate of registration.

The definition of “doing business” varies. However, the following in-state activities may qualify:

• Hiring employees
• Leasing an office, warehouse, or shop
• Renting out or managing rental property
• Regularly buying and selling land, goods, or services
• Manufacturing goods

A court may consider physical presence, operational presence, and transactions performed under the jurisdiction’s law when deciding whether an LLC is doing business.

Activities That Do Not Require Registration

Many states list activities that don’t constitute “doing business.” For example, in Nevada, the following in-state activities won't trigger registration:

• Filing or defending a lawsuit
• Holding meetings
• Maintaining bank accounts
• Selling goods through independent salespeople
• Receiving orders from Nevada and shipping goods into Nevada
• Owning property
• Producing motion pictures
• Transacting business in interstate commerce

One issue that remains unresolved in many states is remote work. Washington addressed this question by exempting the employment of remote workers from its definition.

How to Register a Foreign LLC

The states provide forms for foreign LLC registration. These forms request information like the name of the LLC, the state of formation, and the name and address of the resident agent.

Choosing a Registered Agent

What is a registered agent for LLC entities? A registered agent has an in-state physical address and is authorized to accept service of lawsuits, subpoenas, tax notices, and other official documents.

It’s important to choose a registered agent who meets state requirements, such as residency and age, and understands their duty to accept and forward all legal papers received.

Costs and Fees by State

Fees vary by state. Hawaii is on the low end at $50, while Texas falls on the high end at $750.

Penalties for Not Registering

Most states impose fines and exclude LLCs from suing in state court when they fail to register. These fines typically accrue for each year that they do business unlawfully.