Foreign LLP Registration in California: Form LLP-1 for Professional Partnerships

California does not have a separate foreign LLP application. Form LLP-1, the Application to Register a Limited Liability Partnership, serves both: item 2 asks the filer to check whether the LLP is a California registered LLP or a foreign LLP, and to name the outside state or country where a foreign one was formed. The Corporations Code recognizes only two kinds of LLP, the registered LLP and the foreign LLP, and neither may provide professional services in California except through licensed persons (section 16951).

That has a practical consequence. The form's business-type box offers only the practice of architecture, engineering, land surveying, law or public accountancy. A partnership outside those fields should check with California counsel before assuming it can use this route at all.

Registration records the LLP with the Secretary of State and identifies its agent. Home-jurisdiction law keeps controlling how the LLP is organized, run and how its partners' liability works, subject to California's security requirement for claims (section 16958).

The Secretary of State's FAQ says a business must qualify or register ahead of any intrastate business in California, meaning repeated and successive transactions of its business here, with interstate and foreign commerce excluded. The same FAQ says the office cannot advise whether a particular business has to register and recommends private counsel.

Corporations Code section 16959 is the statute that governs foreign LLP registration, and the FAQ cites it for this question. If your partnership works in California only occasionally, or only in interstate commerce, read the current text of that section or ask a California attorney to apply it to your facts.

The Secretary of State's fee for Form LLP-1 is $70. The Secretary of State's FAQ says to file the LLP application on paper at the Sacramento office, and the fee page links the form to an online forms site. A paper filing uses a check or money order made to the order of the state office, and handing the form over at the counter adds $15 for special handling. A certified copy is an extra $5.

What Form LLP-1 asks for

• The name to be used in California
• Which box applies: California registered LLP or foreign LLP, and the state or country of formation
• The street address of the principal office, and a mailing address if different
• The agent for service of process
• The business type, from the five professions listed
• The name of a related LLP, if the partnership is related to one that practices public accountancy or law or is a foreign LLP
• A signature from a person with authority to sign for the foreign LLP under the law of its home jurisdiction

The name must end with Registered Limited Liability Partnership, Limited Liability Partnership, or one of the abbreviations L.L.P., LLP, R.L.L.P. or RLLP. Section 16958 also allows similar words or abbreviations that the home jurisdiction requires.

For an LLP formed outside California, yes. The form's instructions tell you to include a good standing certificate dated in the last six months from the agency that formed the LLP. The certificate is not optional, and the six months run backward from the day you file.

You order it from the home jurisdiction's filing office, which sets its own price. Arrange the order close to your filing date so the certificate has not aged out by the time the Secretary of State reviews it. Because California does not publish a processing time, leave yourself some margin.

Form LLP-1 asks for a California resident or an active registered corporate agent, meaning a company with a section 1505 certificate on file that is authorized to do business here. The form says you may list any adult who lives in California, and that an LLP may not be named as the agent. Section 16962 refers to a natural person or a corporation entitled to be designated under section 1505.

The FAQ adds that no business entity may act as its own agent, that an agent's name and street address are open to the public, and that a registered corporate agent's consent should come first.

Suppose the agent dies, resigns or leaves California, or a corporate agent can no longer act. Then the LLP must promptly file an amended registration naming a replacement. And where an agent simply cannot be located, section 16962 allows a court to order that process be handed to the Secretary of State, effective on day ten, with the office forwarding the papers to the LLP's principal office.

Amendments and status changes

A foreign LLP amends its registration as soon as reasonably practical after information in it becomes inaccurate (section 16960). Form LLP-2 is the amendment, at $30. If the LLP changes its name in its home jurisdiction, the amendment must have a new good standing certificate attached or a statement that the home law does not issue one. When a foreign LLP stops being an LLP, it files a notice of change of status, Form LLP-4, at $30, stating that a final annual tax return has been or will be filed with the Franchise Tax Board.

Security for claims

California requires LLPs that provide professional services to satisfy a security requirement, and the foreign LLP is subject to it. An LLP that chooses the alternative provision confirms on Form LLP-3, each year within four months of the end of its fiscal year, that its net worth is at least $15 million for legal services or $10 million for accountancy, architecture, engineering or land surveying. The annual confirmation costs $30, and the first LLP-3 filed with the application has no fee. Confirm the options that apply to your profession with its regulating board.

Tax

The form warns that LLPs in California may have to pay a minimum $800 yearly tax to the Franchise Tax Board, and section 16953 requires the Secretary of State to tell registrants that registering obligates the LLP to the annual tax. Whether the tax applies to your partnership in a given year is a question for a California tax professional.

The rules on operating without registration for a foreign LLP are in section 16959. Read its current text, or ask a California attorney, if your partnership has already been working in the state, because that section decides what follows from a missed registration.

Two points do not depend on that section. The state expects an LLP that transacts intrastate business to register, and the Franchise Tax Board administers an annual tax of its own. Professional rules apply as well: section 16953(h) says an LLP providing professional services must also meet the filing requirements of the board or agency that regulates its profession.

Foreign LLPs are outside what Mainstay's checkout registers, so the thing to buy is the registered agent, at $149 a year with the same price at renewal. The agent's California details go on Form LLP-1 and into the public record. A summons served on the LLP is scanned and placed in your account that day, free, and so are the first three government letters of each year.

An LLP that already lists another agent can have Mainstay file the amendment that changes it, with the state's $30 amendment fee passed through at cost. The registration, the good standing certificate and the professional-board filings are handled by the LLP or its attorney. See the California registered agent page.

Mainstay is not a law firm, so which profession box applies and whether you must register are questions for an attorney.