California Foreign LLC
With its beautiful landscapes, thriving entrepreneurship scene, and various universities, it's no surprise that California is a great place to do business. If you have a limited liability company (LLC) and want to expand your business in California, you’ll need to register your business as a California foreign LLC.
Already know you want to expand your business and form a California Foreign LLC? Avoid the hassle and hire a professional service like Northwest to handle the formation process.
California Foreign LLC Overview
A California foreign LLC is a type of LLC that’ll enable you to conduct business in California if you initially formed your company in another state. Registering as a foreign LLC is an expansion of your existing LLC into another state. Since a foreign LLC is simply an expansion of an existing business, if you don’t currently have a legal business entity and want to begin your business in the state of California, consider forming a traditional California LLC.
This guide covers everything you need to know about registering your business as a California foreign LLC.
Do I Need a Foreign LLC to Transact Business in California?
When you want to conduct business in any state that’s not the state in which you originally created your LLC, you’ll need to register there as a foreign LLC. In accordance with California’s LLC Act, you must register your company in order to “transact business” in California.
While the California LLC Act doesn’t specify what qualifies as “transacting business,” companies with a physical presence in the state would require a foreign LLC. A physical presence can mean employing people to work in a warehouse, owning or renting a store or office, or stationing a sales representative or agent within the state.
What Happens If I Don’t Register a Foreign LLC in California?
Failing to register your LLC as a California foreign LLC while transacting business in the state will put your business at risk of facing fees, steep penalties, and even voided working contracts with other parties. The Franchise Tax Board of California takes strong steps to enforce tax requirements.
In California, you could face a penalty of $2,000 for every taxable year in which you failed to file while conducting business in California and failed to pay the required taxes. The state only imposes the fee when your LLC requires a letter inquiring about its tax return. You’ll need to file within 60 days of receipt of that letter.
How to Register a Foreign LLC in California
If you're ready to expand your business into California, you’ll need to register it as a foreign LLC. Doing so requires you to take several steps, such as appointing a California registered agent, obtaining a Certificate of Good Standing, and completing and filing the application (Form LLC-5) with the California Secretary of State.
Follow the steps below to move through the process seamlessly so you can start transacting business in California.
Recommended: Save yourself the hassle and have a professional service file your California foreign LLC paperwork for you. This’ll ensure everything is done right and give you time to work on what really matters — growing your business.
Appoint a California Agent for Service of Process
Before you can register your business as a foreign LLC in California, you’ll need a California registered agent, known in the state as an agent for service of process. You can choose an individual or a business that offers registered agent services with a physical address within California. Your agent for service of process will be responsible for managing the paperwork served to your business, such as legal or state documents and official notices.
While anyone with a California address can serve as your agent, we recommend using a professional registered agent service to keep your address private and ensure someone is always available to receive any important documents.
Obtain a Certificate of Good Standing
You'll also need a Certificate of Good Standing from your LLC’s home state. This document indicates that your LLC is up to date with all fees and filing requirements in the state where you originally formed the company. In California, you must obtain a Certificate of Good Standing from your home state no more than six months before filing your foreign LLC paperwork.
Fill Out the Application to Register a Foreign LLC in California
The form you must complete to register your LLC in California is called the Application to Register a Foreign LLC (Form LLC-5). The first page is a standard Submission Cover Sheet on which you’ll need to provide your contact information, business name and address, and any comments you may have. The state will use the information you include on this form to communicate with you, when needed, about your application.
The second and final page is a simple form that requests details about your LLC. Follow these steps to complete this page:
- LLC Name and California Alternate Name, if Required: Enter the name of your LLC as it appears on your Certificate of Good Standing in Item 1a. If your LLC name is unavailable in California, you’ll need to list an alternative business name in Item 1b to use when your company operates in California.
- LLC History: Enter the date you formed your LLC in its home jurisdiction and that jurisdiction’s location (e.g., the specific state or foreign country).
- Business Addresses: Provide complete business addresses for these locations where your LLC receives mail:
- Street Address of Principal Executive Office: This is your company’s primary operations office in the location where you originally formed your LLC. Don’t enter a P.O. Box if you have one.
- Street Address of Principal Office in California: List your primary office in California, if you have one, but don’t enter a P.O. Box.
- Mailing Address: Enter your mailing address if it differs from Item 3a. You may include a P.O. Box address here.
- Service of Process: List the name and address of your appointed California registered agent. If you’re working with an individual, fill out the “Individual” portion. If your registered agent is part of a corporation, fill out the “Corporation” portion.
You must have a California registered agent to register your foreign LLC. Consider using a professional registered agent service.
5. Read and Sign Below: You’ll need an authorized person to sign the form, stating that the information provided is true.
File Your Application to Register a Foreign LLC
Once you complete Form LLC-5, you'll need to file it and your Certificate of Good Standing with the California Secretary of State. If you file in person, you only need to pay a $15 handling fee. The state has waived the $70 processing fee for all submissions submitted through June 30, 2023.
There are three ways to file your paperwork: online, by mail, or in person.
OPTION 1: File Online With California bizfile Online
- OR -
OPTION 2: File Form LLC-5 by Mail or In Person
Fee: $70 online and by mail, $85 in person
Secretary of State
Business Programs Division
P.O. Box 944260
Sacramento, CA 94244-2600
Secretary of State
Business Programs Division
1500 11th St.
Sacramento, CA 95814
How Long Will It Take Before My California Foreign LLC Is Approved?
The standard processing time for this filing is five business days from the date of receipt. You can visit the California Secretary of State’s Current Processing Dates page to estimate how long it’ll take before your foreign LLC is processed and approved.
How Do I Keep My California Foreign LLC Compliant?
After you receive the notification that the state of California approved your foreign LLC application, the Secretary of State’s office will send a copy of your filed document back to you. You may request a certified copy for an additional $5 fee. To keep your California foreign LLC compliant, you’ll need to file a Statement of Information and pay all the appropriate taxes.
Statement of Information
Any LLC operating within the state of California must file a Statement of Information — also known as an annual report — within 90 days of its registration as a foreign LLC for the first year.
After that initial filing, you must submit a new Statement of Information every year or every two years based on the type of business you register. The $20 annual filing fee for a Statement of Information is due on the last day of the anniversary of when you formed your LLC in California.
Foreign LLC Taxes in California
You’ll need to pay all applicable taxes for your California foreign LLC just like you do for your original LLC. In addition to regular taxes, you also must pay an $800 California Franchise tax so your foreign LLC can legally conduct business in California. Failing to pay this tax could result in hefty fees and risk a suspension for your business from the California Franchise Tax Board.
We recommend you speak with an accountant or lawyer to learn more about taxes and the California Franchise Tax.