For more information scroll down to the bottom or click here! Registration of Foreign LLCs -These fees are subject to change State LLC Act Specifically Recognizes Foreign LLCs Statutory Registration Procedures Initial Filing Fee         Alabama Yes. § 10-12-46 Yes. § 10-12-47 $75 Alaska Yes. § 10.50.600 Yes. § 10.50.605 $350 Arizona Yes. § 29-801 Yes. § 29-802 $150 Arkansas Yes. § 4-32-1001 Yes. § 4-32-1002 $300 California Yes. § 17450 Yes. § 17451 $70 Colorado Yes. § 7-80-901 Yes. § 7-80-904(1) $125 Connecticut Yes. § 51 Yes. § 52 $60 Delaware Yes. § 18-901 Yes. § 18-902 $50 plus $20 copy fee District of Columbia Yes. § 29-1352 Yes. § 29-1353 $150 Florida1 Yes. § 608.505. But statute does not specifically refer to state of organization’s laws (Re: liability protection), but does provide that LLC has the same rights and privileges of domestic LLC; and further provides Florida does not regulate the organizational or internal affairs of the LLC.2 Yes. § 608.501(1) $52.50 Georgia Yes. § 14-11-1 Yes. § 14-11-702 $200 Hawaii Yes. § 1-1001 Yes. § 1-1002 $100 Idaho Yes. § 53.650 Yes. § 53.651 $100 Illinois Yes. § 45-1 Yes. § 45-5(a) $500 Indiana Yes. § 23-18-11-1 Yes. § 23-18-11-2 $90 Iowa Yes. § 490A.1401 Yes. § 490A.1407 $100 Kansas Yes. § 17-7636 Yes. § 17-7637 $150 Kentucky Yes. § 275.385(1) Yes. § 275.395 $90 Louisiana Yes. § 12:1342 Yes. § 12:1342 $100 Maine Yes. § 711 Yes. § 712, 713 $250 Maryland Yes. § 4A-1001 Yes. § 4a-1002 $50 Massachusetts Yes. § 47 Foreign LLCs cannot do business that is prohibited in Mass. The Mass. LLCs organization, internal affairs, and the liability of its members and managers are governed by the law of the state in which it is organized. Yes. §§ 12,48 $500 Michigan Yes. § 450.5001 Yes. § 450.5002 $50 Minnesota Yes. § 322B.90 Yes. § 322B.91 $185 Mississippi Yes. § 79-27-1001 Yes. § 79-29-1002 $250 Missouri Yes. § 347.151 Yes. § 347.153 $100 Montana Yes. § 35-8-1001 The statue does not specifically provide state of organization’s law applies (Re: liability), but does provide that Montana is not authorized to regulate the organization or internal affairs of a foreign LLC.3 Yes. § 35-8-1003 $90 Nebraska Yes. § 21-2637 Yes. § 21-2638 $110, plus recording fee Nevada Yes. § 88.570 Yes. § 86.551 $125 New Hampshire Yes. § 304-C:62 Yes. § 304-C:64 $200 New Jersey Yes. § 42:2B-52 Yes. § 42:2B-53 $100 New Mexico Yes. § 53-19-47 Yes. § 53-19-48 $100 New York Yes. § 801 Yes. § 802 $250 North Carolina Yes. § 57C-7-01 Yes. § 57C-7-02(a) $200 North Dakota Yes. § 10-32-135 Yes. § 10-32-138 $125 Ohio Yes. §1705.53 Yes. § 1705.54 $85 Oklahoma Yes. § 2042 Yes. § 2043 $300 Oregon Yes. § 63.714 Yes. § 63.707 $440 Pennsylvania Yes. § 8981. However, the statute provides that a foreign LLC is subject to the same liabilities, restrictions, duties, and penalties now in force or hereafter imposed upon a domestic LLC, to the same extent as if it had been organized under Pennsylvania law.4 Yes $180 Rhode Island Yes. § 7-16-48 Yes. § 7-16-49 $150 South Carolina Yes. § 33-43-1001. The statute does not specifically provide the laws of the state of formation govern the liability of members, but does provide they govern organization and internal affairs.5 Yes §. 33-43-1008. However, a foreign LLC that renders a professional service is not required to obtain a certificate of authority, unless the LLC maintains an office in the state. § 33-43-1008©. But see § 33-43-1101 licensing requirements. $110 South Dakota Yes. § 47-34-45 Yes. § 47-34-47 $50 and up, base on capital. Tennessee Yes. § 48A-45-101 Yes. §48A-45-301 $50/member - $300 minimum, $3,000 maximum. Texas Yes. § 7.02 Yes. § 7.05 $500 Utah Yes. § 48-2b-143. However, the Act does not specifically provide that the law of the foreign LLC’s home state govern liability, but does provide that Utah law does not apply to the organization and internal affairs of the foreign LLC.6 Yes. § 48-2b-144 $50 Vermont Yes. § 3131 Yes. § 3132 $100 Virginia Yes. § 13.1-1051 Yes. § 13.1-1052 $100 Washington Yes. § 901 Yes. § 902 $175 West Virginia Yes. § 31-1A-48 Yes. § 31-1A-52 $10 Wisconsin Yes. § 183.1001 Yes. § 183.1002 $100 Wyoming No provision. Although the fees section, § 17-15-132, describes fees applicable to the Certificate of Authority issued for foreign LLCs.7   $100 and up, based on capital, but not to exceed $25,000. Florida requires members of a foreign LLC to sign an affidavit disclosing member’s name and contributions. [Section 608.412] If Florida law governs the liability of members, Section 608.436 provides that no member or manager is liable under a judgment, decree, court order, or any other manner for a debt, obligation, or liability of the LLC. There are exceptions to this rule, including liability for a manager or managing member’s breach of a fiduciary duty, violation of criminal law, etc. [Section 608.4362] Examples in the statute include violations of "corporate" opportunities, and conduct and conscious disregard of the LLC’s best interest or willfulness conduct. Florida also provides that members are liable for a period of one year to return any capital distribution received from the LLC, for the benefit of creditors who extended credit to the LLC before that distribution was made. If the distribution was wrongful (e.g., rendered the LLC insolvent at the time of the distribution), a member is liable for the return of that distribution for six years. [Section 608.428] If Montana law applies to determine the liability of a member, Section 35-8-304 provides that no person is liable, solely by reason of being a member or manager, or both, for any liability of the LLC, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, manager, agent, or employee of the LLC. This applies to liabilities under a judgement, decree, court order, or in any other manner for a debt, obligation, or other liability of the LLC. In the context of professional services, Section 35-8-1306 provides that an employee is at fault in appointing, supervising, or cooperating with the employee who is negligent or commits another wrongful act or omission. As for liability protection, Montana is one of the best statutes reviewed, and specifically addresses professional LLCs. The Pennsylvania statute provides broad protection for the liability of members and managers, with a provision similar to that of Montana. [Section 8922] Section 33-43-304 specifically provides that no member or manager is liable for the obligations of the LLC, or for the acts or omissions of any other manager, member, agent, or employee, unless he or she is at fault in appointing, supervising, or cooperating with them in any wrongful or negligent act or omission. If Utah law applies to the liability of members, Section 48-2b-109 provides that no member, manager, or employee is personally liable for the LLC’s debt, obligations, or other liability. In addition, Section 48-2b-111 provides that no member, manager, or employee of and LLC is personally liable for the acts or omissions of any other member, manager, or employee of the LLC. Thus, Utah law provides maximum protection for the acts or omissions of any other person, regardless of the supervision or control of the other member. If Wyoming law applies to determine the liability of a member, Section 17-15-113 provides that no member or manager is liable for the LLC’s debts, obligations, or liabilities. Nothing in the statute discusses liability for acts or omissions of other members.   Call at (866) 306 - 0288 to Find out how to get Started Today! Ready to Incorporate? Call NCP Today! 1-800-351-5111 And You Will Avoid Costly Mistakes!

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