California Foreign LLC Registration: Complete Guide for Expanding Your Business

 

California Foreign LLC Registration: Complete Guide for Expanding Your Business

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If your LLC was formed in another state but plans to operate, hire employees, open an office, or otherwise conduct business in California, you must register as a California Foreign LLC. Failing to do so can lead to fines, penalties, back taxes, and the inability to enforce contracts within the state.

This complete guide explains what a California Foreign LLC is, when you must register, how to file, the costs, the forms required, and how to stay compliant once registered.

What Is a California Foreign LLC?

A Foreign LLC is simply an LLC formed in one state that wants to legally conduct business in another state.
In California, any out-of-state LLC must register as a Foreign Limited Liability Company if it is “transacting business” in the state.

Foreign does not mean outside the U.S.—just outside California.

Do You Need to Register as a Foreign LLC in California?

California requires foreign LLC registration if your company is actively doing business in California.

According to the California Secretary of State and Franchise Tax Board, you are doing business if your LLC:

✔ Has employees or independent contractors working in California
✔ Has an office, store, warehouse, or other physical location in California
✔ Collects sales in California beyond a certain threshold
✔ Manages property or real estate in California
✔ Is a member or manager materially participating from within California
✔ Has significant economic presence in the state

Economic Nexus Rule

Under California Revenue & Taxation Code:

You must register if your company meets any of the following thresholds:

  • Over $711,538 in California sales

  • Over $71,154 in California property

  • Over $71,154 in California payroll

(Economic nexus thresholds adjust annually.)

If you operate remotely but direct management from California, you likely must register.

Consequences of Not Registering a Foreign LLC in California

Failure to register can lead to:

❌ Fines and penalties
❌ Back franchise taxes owed for previous years
❌ Inability to sue or enforce contracts in California
❌ Administrative penalties for employees
❌ Interest on unpaid taxes

California is strict—if you’re doing business in the state, compliance is essential.

How to Register a Foreign LLC in California (Step-by-Step)

Here’s exactly how to register your out-of-state LLC to operate legally in California.

1. Obtain a Certificate of Good Standing From Your Home State

California requires a Certificate of Good Standing (or equivalent) issued within the last 6 months.

This document proves:

✔ Your LLC exists
✔ Your LLC is compliant in its home state
✔ All fees and filings are current

Request this from your home state’s Secretary of State.

2. Appoint a Registered Agent in California

You must designate a California Registered Agent with:

  • A physical California street address

  • Availability during business hours

Options include:

  • Commercial registered agent service

  • Attorney

  • Accountant

  • Your own office (if applicable)

A P.O. Box is not allowed.

3. File Form LLC-5 (Application to Register a Foreign LLC)

This is your official registration form with the California Secretary of State.

Form:

LLC-5 – Application to Register a Foreign Limited Liability Company

Information required:

  • LLC legal name

  • Alternate name (if original is unavailable in CA)

  • Home state and formation date

  • Principal business address

  • Mailing address

  • Registered agent information

  • Managers/members details

  • Signature of authorized person

You can file online, by mail, or in person.

4. File the $70 Filing Fee

California’s foreign LLC filing fee is:

$70 (LLC-5 filing fee)

Expedited processing fees:

  • 24-hour: $350

  • Same-day: $750

Mail and online filings are available.

5. File Form LLC-12 (Statement of Information)

California requires a Statement of Information within 90 days of registration.

Fee: $20

You must update this every two years with:

  • Member/manager names

  • Business address

  • Registered agent details

  • Principal business activities

This is a mandatory ongoing requirement.

6. Pay the California Annual Franchise Tax

Every foreign LLC doing business in California must pay:

Minimum Franchise Tax: $800/year

This applies even if your LLC:

  • Makes no money

  • Operates at a loss

  • Is a single-member LLC

  • Is registered late in the year

Exception:
First-year exemption applies only to newly formed California LLCs, not foreign LLCs.

Foreign LLCs must pay from year 1.

7. Maintain Compliance Each Year

To remain in good standing, a California foreign LLC must:

✔ Pay $800 annual franchise tax
✔ File Statement of Information every 2 years
✔ Maintain a registered agent
✔ Renew business licenses
✔ File income tax (if applicable)

Failure to comply may lead to suspension by the Franchise Tax Board.

How Long Does It Take to Register a California Foreign LLC?

Processing times vary:

Online filing: 2–3 business days

Mail filing: 7–21 business days

In-person expedited: 24 hours or same-day (for an additional fee)

Costs to Register and Maintain a California Foreign LLC

Here’s a full breakdown:

Requirement Cost
LLC-5 filing fee $70
Statement of Information $20
Franchise Tax (annual) $800
Registered agent $100–$300/year
Expedited processing (optional) $350–$750

California is one of the more expensive states for compliance.

Do You Need a DBA in California?

You may need a fictitious business name (DBA) if:

  • Your LLC name is unavailable in California

  • You want to operate under a brand name different from your LLC name

DBAs must be filed at the county level.

Can a Foreign LLC Operate Without Registering in California?

If your business only engages in limited activity, such as:

  • Occasional transactions

  • Passive investments

  • Attending trade shows

  • Operating an online business with no CA presence

…you may not need to register.

However, California’s interpretation of “doing business” is broad. When in doubt, it’s safer to register.

Should You Form a New California LLC Instead of Registering as a Foreign LLC?

Consider forming a California LLC if:

  • You plan to relocate permanently

  • Most revenues will be from California

  • Your home state fees are high

Otherwise, a foreign LLC registration preserves your existing LLC structure while expanding legally into California.

Final Thoughts: California Foreign LLC Registration Made Simple

To legally operate your out-of-state LLC in California, you must:

  1. Obtain a Certificate of Good Standing

  2. Appoint a California Registered Agent

  3. File LLC-5

  4. Pay the $70 filing fee

  5. File LLC-12 within 90 days

  6. Pay the annual $800 franchise tax

  7. Maintain ongoing compliance

California’s requirements may seem strict, but registering properly protects your business, prevents penalties, and ensures you can operate legally in one of the largest markets in the world.

Get Free Consultation with FormLLC

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