Register a California Foreign LLC
California foreign LLCs are LLCs that do business in California but were formed in another state or jurisdiction. The California Franchise Tax Board considers you to be doing business in California if you have a principal place of business there, engage in any transaction for financial gain, or if your California sales, property, or payroll exceed the amounts laid out by the Franchise Tax Board.
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How To Register a Foreign LLC in California
In order to register your LLC as a foreign LLC in California, you’ll need to file the Application to Register a Foreign Limited Liability Company with the California Secretary of State. This process is called foreign qualification. Here’s how to do it.
1. Appoint a California registered agent
The first step is to appoint a California registered agent. Your registered agent will need to have a physical address in California and be available to accept service of process in person during regular business hours.
Can I be the registered agent for my California foreign LLC?
You can only be your own registered agent in California if you live in the state year-round. Otherwise, you can appoint a Californian you trust or hire a registered agent service that has an office in California.
2. Obtain a Certificate of Good Standing
California requires you to attach a Certificate of Good Standing from your home state or jurisdiction to your Application to Register a Foreign LLC. A Certificate of Good Standing is a document from your LLC’s home state or jurisdiction that proves it’s legally registered there and is up to date on filing requirements. California does not require your Certificate of Good Standing to be an original copy, but it does require that your certificate is current (less than 6 months old).
How do I get a Certificate of Good Standing?
The process for getting a Certificate of Good Standing varies from state to state, but in most states, you can request one online through the Secretary of State’s office and receive it immediately.
3. Complete the Application to Register a Foreign Limited Liability Company
Before your foreign LLC can legally do business in California, you’ll need to complete the California Application to Register a Foreign Limited Liability Company and submit it to the Secretary of State, Business Programs Division.
Here is the information you will need to include on the Certificate of Registration:
- The name of your LLC in your home state.
- If your LLC’s name is not available in California, a new name under which you LLC will do business.
- When and where your business was formed.
- The street address of your principal office (in your home state).
- The street address of your principal office in California.
- The mailing address of your principal executive office (only if it’s different from the address of your principal office).
- Registered agent name and address. This must include an actual street address in California. P.O. Boxes cannot be used.
- Signature of authorized person. This does not have to be anyone in your LLC.
The application also requires a cover sheet that asks for the name and phone number of the person the state can contact if they have issues with your filing, as well as your entity’s name, entity number (if applicable), and address. This contact information will only be used by the state of California if they need to contact you and will not be on public record.
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How much does it cost to file the California Application to Register a Foreign Limited Liability Company?
The state fee to submit the Application to Register a Foreign Limited Liability Company is $70. If you’re in a rush, you can pay an extra $350 for 24-hour filing or $750 for same-day filing. Filing the initial California Statement of Information will cost you an additional $20.
How do I file my Application to Register a Foreign LLC in California?
You can file your application in person, by mail, or online.
Secretary of State
Business Programs Division – Business Entities
1500 11th Street
Sacramento, CA 95814
Secretary of State
Business Entities Filings
P.O. Box 944260
Sacramento, CA 94244-2600
Do foreign LLCs need to file formation documents in California?
No. An LLC is only required to file formation documents—commonly called Articles of Organization—in the state where it was initially formed. To start doing business in California as a foreign LLC, you just need to foreign register with the Secretary of State.
File your Initial Statement of Information
Finally, you must file an initial California Statement of Information with the Secretary of State’s office within 90 days of registering your LLC.
How much does it cost to file the Initial Statement of Information?
The California Initial Statement of Information costs $20 to file.
California Foreign LLC Registration FAQ
Do I have to file a California Periodic Statement of Information for my foreign LLC?
What does it mean to do business in California?
Both the California Corporation Code and the California Revenue and Taxation Code set the guidelines for what counts as doing business in the state of California. CA § 17708.03 states that any foreign LLC that enters into “repeated and successive transactions” within the state of California is considered to be doing business in the state, but this doesn’t include interstate or foreign commerce. The law also goes on to list activities that do not count as doing business. For example, you wouldn’t need to register as a foreign LLC if your LLC’s managers and members decided to hold a business meeting at Lake Tahoe to discuss internal affairs.
The California Franchise Tax Board also defines what counts as doing business in the state. Per CA § 23101, if your LLC is organized or has a physical presence in the state, makes sales in the state, owns property in California, or hires California employees, you are required to register as a foreign LLC and pay state taxes.
Read more about what counts as doing business in another state.
How do I amend a foreign LLC in California?
To amend your foreign LLC in California, you’ll need to file a Foreign Limited Liability Name Change Amendment and pay the $30 filing fee. You can use this form to change your business name or relinquish your California alternate name. However, if you need to change your California registered agent, business address, or member and manager information, you’ll have to file a Statement of Information instead. You can submit this form between filing periods ($0), or when you submit your biennial statement ($20).
How are foreign LLCs in California taxed?
Foreign LLCs in California are taxed the same as any other LLC in the state. Your LLC, whether foreign or domestic, is considered a pass-through entity by default. This means that the LLC itself doesn’t pay taxes. Instead, the LLC’s members are required to report the profits as income on their personal tax returns. Your LLC may also file with the IRS to be taxed as a corporation instead.
How do I withdraw my foreign LLC in California?
To withdraw a foreign LLC in California, you’ll need to complete and file form LLC-4/7, Limited Liability Company Certificate of Cancellation to the Secretary of State in person, by mail, or online through California’s Bizfile Portal. There is no filing fee for this form.