California Foreign LLC Registration: Form LLC-5

California LLC registration at a glance

Filing

Form LLC-5

State fee

$70 filing fee

Total with us

$269, first year of California agent for service of process included

Online processing

5 days or less

Home-state certificate

Required, dated within 180 days

California yearly filing

Statement of Information (Form LLC-12), $20, every two years

Filed with

California Secretary of State, Business Entities

What Form LLC-5 asks for

For Form LLC-5, California needs:

• The exact name of your LLC as formed, with an ending California accepts: limited liability company, L.L.C. or LLC, or an alternate name if that name is taken there
• The state it was formed in and its date of formation
• A California agent for service of process with a street address there; we fill in ours
• A principal office address
• A certificate of good standing from the home state, no older than 180 days when California receives it

LLC into California, by home state

The first-year total adds the home state's certificate fee to the $269 checkout total; the certificate is ordered from that state.

When California expects an LLC to register

California law lists 10 activities that do not, on their own, count as doing business in California; the list gives examples and is not the full test. A one-off transaction completed within 180 days, and not one of a series, does not count either. An office, staff, or regular sales and contracts there are what typically lead to registration.

If you do business in California without registering

An unregistered LLC doing business there cannot start a lawsuit in California courts until it registers. Members and managers do not become personally liable just because the LLC skipped registration. A California court can order the LLC to stop doing business there until it registers. With no agent for service of process on file, legal papers can be served through the California Secretary of State.

California agent for service of process rule

California requires every registered foreign LLC to keep an agent for service of process there (Corp. Code 17701.13). Our $199 includes the first year of California agent for service of process, then $149 a year.

California yearly filings

Once registered, your LLC files the California Statement of Information (Form LLC-12) every two years, at $20, due last day of the LLC's registration-anniversary month, biennially. The California filing window opens 5 months before anniversary month and closes last day of anniversary month. Filing it late adds $250.

How long California takes

We file Form LLC-5 with the California Secretary of State. California online processing: 5 days or less. California paper processing: 10+ days. Paid speed-ups: 24-hour $350, same-day $750; they are optional and not in the total.

Leaving California later

If your LLC stops doing business there, it ends the registration by filing Form LLC-4/7, Certificate of Cancellation (Limited Liability Company) (no state fee). Until that is filed, California's yearly filing stays due.