Foreign LLC in California: File Form LLC-5

The Secretary of State side of skipping registration is mild. An unregistered foreign LLC transacting intrastate business cannot maintain a lawsuit in California courts until it has a certificate of registration, but it can still defend one, its members and managers are not liable solely for the omission, and it is treated as having appointed the Secretary of State to receive service of process (Corporations Code § 17708.07). The Attorney General can ask a court to enjoin it (§ 17708.09). The Corporations Code sets no fine for it. Unlike some states, the section also has no clause confirming that your contracts stay valid, so we will not claim that.

The money exposure comes from the Franchise Tax Board. An LLC "doing business" in California owes the annual LLC tax, $800 a year, whether or not it registered (Revenue and Taxation Code § 17941). Doing business means actively engaging in any transaction for financial gain, or crossing the state's indexed thresholds for California sales, property or payroll. For 2025 those were $757,070 in sales, $75,707 in property, and $75,707 in payroll (or 25% of the company's total). An unregistered LLC doing business in 2025 and 2026 would owe $1,600 in tax plus late-payment penalty and interest. If the Board sends a demand to file and the LLC does not respond within 60 days, § 19135 adds a $2,000 penalty per taxable year, so two ignored years could cost up to $4,000 more, unless there is reasonable cause.

California's test in § 17708.03(a) is repeated and successive transactions in the state, other than interstate or foreign commerce. A one-time sale is not that, and the Secretary of State says plainly that it cannot advise whether your business has to register.

The statute then lists what does not count, "without excluding other activities": defending or settling lawsuits; governance matters such as meetings of members or managers; accounts in financial institutions; transfer agents and depositories for securities; use of independent contractors to sell; orders that only become contracts once accepted outside California; borrowing, liens and security interests, and collecting what is owed; one isolated deal wrapped up inside 180 days and unlike a pattern of repeated ones; and interstate commerce. The business of a subsidiary, or simply being an owner, member or manager, does not count by itself.

Section 17708.03(e) closes with a caution: passing the registration test does not decide whether you owe California tax or are subject to regulation. For a company with real California customers, staff or property, registering and paying the tax usually go together.

The filing is Form LLC-5, the Application to Register a Foreign Limited Liability Company (LLC), submitted to the Business Entities division of the Secretary of State in Sacramento. California says it issues a "certificate of registration to transact intrastate business." Most filers go through bizfile Online, where the form appears as Registration - Out-of-State LLC, and the Secretary of State gives online submissions priority in the review queue. Paper goes by mail with a check or money order, or by drop-off in Sacramento, which carries a $15 special handling fee.

The filing fee is $70, and a certified copy of the filing is an optional $5. No portal or card charge is published for the online route. The Secretary of State posts no processing time, only a "currently reviewing" date for each submission method. Our checkout charges $199 for the work plus the $70 filing fee, which brings the total to $269.

LLC-5 is one page, plus a cover sheet. It asks for the exact LLC name as shown on the good standing certificate, a California alternate name if the real one is unavailable, the home jurisdiction, the principal office address (no PO box or "in care of"), a California office if there is one, mailing address, and the agent for service of process. The signature is given under penalty of perjury, and no notary is involved. Members and managers are not listed here; they go on the Statement of Information.

California requires a certificate of existence, status or good standing, or a record of similar import, carrying the signature of the home state's Secretary of State or whichever official keeps its public filings. Under § 17708.02(b) it must be issued within the past six months of the day you submit the application. The form is blunter: attach a current certificate of good standing from the agency where the LLC was formed. The certificate costs whatever your home state charges, and you need it on hand before you file. No certified copy of the formation document is requested.

Item 1a of the form has to match the certificate exactly, and so must the jurisdiction in item 2a. The name needs the phrase "limited liability company" or one of its abbreviations, L.L.C. or LLC, and "Ltd." and "Co." are accepted for the longer words. It must not mislead, has to differ from names the Secretary of State already holds, and cannot include "bank," "trust," "trustee," "incorporated," "inc.," "corporation," "corp.," "insurer" or "insurance company" (§ 17701.08). When the name does not work, you enter an alternate name in item 1b and use it for California business; it does not need to meet fictitious name statutes (§ 17708.05). A name reservation is $10.

California's term is agent for service of process. Under § 17701.13, a foreign LLC holding a certificate of registration has to name one and keep one in place at all times. The agent must be an individual who lives in California or a corporation that has complied with § 1505, which is California's registered corporate agent regime. An individual's California street address goes on the form with no PO box, while a corporate agent is identified by name only.

Another LLC cannot act in this role, and a business entity cannot be its own agent. The Secretary of State says advance approval must be obtained from a registered corporate agent before you designate it. The agent's name and street address become public record. If the agent resigns or cannot be found, a court may order service on the Secretary of State by hand delivery, which is complete on the tenth day (§ 17701.16).

The recurring filing with the Secretary of State is the Statement of Information, Form LLC-12, at $20. It is due within 90 days of registering and every two years after that, in a filing period made up of the month you registered and the five months before it (§ 17702.09). A late filing draws a $250 penalty after the Secretary of State's delinquency notice, and repeated failure can end in forfeiture of the LLC's powers in California. Since August 1, 2026, web user access is required to file.

The tax side is separate. The $800 annual tax goes to the Franchise Tax Board, due by the 15th day of the fourth month of the taxable year (April 15 for a calendar-year LLC). A foreign LLC's first taxable year begins when it was organized at home, so if that date has already passed when you register, pay promptly. LLCs with California income of $250,000 or more also owe a fee on a sliding scale of $900, $2,500, $6,000 or $11,790, reported on Form 568. Other state tax registrations may apply.

A change of agent is made on a current Statement of Information, and a name change is Form LLC-6 at $30. To leave, file the Certificate of Cancellation (Form LLC-4/7), which has no fee. The $800 tax keeps running for every year until it is filed.

We take the details you enter at checkout, prepare Form LLC-5, and send it in to Sacramento. The California agent for service of process comes free for the first year, then costs $149 annually. Papers served on the company are scanned and uploaded to you the same business day, with no fee charged. Getting the good standing certificate from your home state is on your side.

Today's price pays for the registration and that first year of agent service. The Statement of Information, the $800 tax and the Form 568 return are not included, and we are not a law firm, so whether your sales or property cross the doing-business thresholds is a question for a California tax professional. Corporations check out the same way and see the same totals, $299 today. A corporation files a different California form, the Statement and Designation by Foreign Corporation.