Wyoming LLC Doing Business in California: Complete Guide to Registration, Taxes, and Compliance

 

Wyoming LLC Doing Business in California: Complete Guide to Registration, Taxes, and Compliance

Forming a Wyoming LLC is popular due to low fees, privacy benefits, and no state income tax. However, if your Wyoming LLC operates in California, you cannot rely on Wyoming benefits alone. California has some of the strictest business laws in the U.S. and requires out-of-state companies to register and pay taxes if they are “doing business” in the state.

This guide explains when a Wyoming LLC must register in California, how to do it, the true costs involved, tax implications, and common mistakes to avoid.

Can a Wyoming LLC Do Business in California?

✅ Yes, but only if it registers as a California Foreign LLC.

If your Wyoming LLC conducts business activities in California without registering, it may face:

❌ Fines and penalties
❌ Back taxes and interest
❌ Loss of the right to sue in California courts
❌ Administrative suspension

California does not recognize Wyoming’s tax or privacy advantages if business activity occurs in California.

What Counts as “Doing Business” in California?

California defines “doing business” very broadly. Your Wyoming LLC is considered to be doing business in California if it meets any of the following criteria:

Physical Presence

✔ Office, warehouse, or store in California
✔ Employees or contractors working in California
✔ Owning or leasing property in California

Operational Presence

✔ Managing the business from California
✔ Meeting clients in California regularly
✔ Signing contracts in California

Economic Nexus (Revenue-Based)

Your LLC must register if it exceeds any of these thresholds (adjusted annually):

  • $711,538+ in California sales

  • $71,154+ in California payroll

  • $71,154+ in California property

Even remote or online businesses can trigger California registration.

Common Scenarios That Require Registration

You must register your Wyoming LLC in California if:

✔ You live in California and run the business from there
✔ You have California-based employees or contractors
✔ You own California real estate
✔ You sell services or products primarily to CA customers
✔ You actively manage the business from California

Important:
Simply forming in Wyoming does not allow you to avoid California law if your operations are in California.

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

1. Obtain a Wyoming Certificate of Good Standing

California requires proof that your Wyoming LLC is active and compliant.

  • Must be issued within the last 6 months

  • Obtained from the Wyoming Secretary of State

2. Appoint a California Registered Agent

Your LLC must have a registered agent with:

✔ A physical California address
✔ Availability during business hours

This can be:

  • A registered agent service

  • Attorney or accountant

  • Your own California office (if applicable)

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

You must file Form LLC-5 with the California Secretary of State.

Information required:

  • Wyoming LLC legal name

  • Alternate name (if name unavailable in CA)

  • Formation state and date

  • Principal business address

  • California registered agent

  • Member/manager information

Filing Fee:

$70

Optional expedited processing:

  • 24-hour: $350

  • Same-day: $750

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

Within 90 days of registration, you must file Form LLC-12.

Fee:

$20

This form lists:

  • Managers or members

  • Business addresses

  • Registered agent

  • Business activity

It must be filed every two years thereafter.

5. Pay the California $800 Franchise Tax

This is the biggest surprise for Wyoming LLC owners.

California Franchise Tax

  • $800 per year

  • Due even if:

    • You make no money

    • The business operates at a loss

    • You just registered late in the year

⚠️ Important:
The first-year $800 tax exemption does NOT apply to foreign LLCs. Wyoming LLCs pay the tax immediately.

Total Cost of a Wyoming LLC Doing Business in California

Expense Cost
CA Foreign LLC registration $70
Statement of Information $20
Annual franchise tax $800
Registered agent (CA) $100–$300/year
Wyoming annual report $60
WY registered agent (if used) $50–$150/year

Realistic Annual Cost:

➡️ $1,000–$1,300+ per year

This is why many business owners reconsider their structure.

Do You Still Pay Wyoming Taxes?

Wyoming:

  • No state income tax

  • $60 annual report fee

California:

  • $800 franchise tax

  • California income tax on CA-sourced income

You must comply with both states.

Does a Wyoming LLC Protect Privacy in California?

Only partially.

While Wyoming offers strong privacy, once registered in California:

  • Managers or members may appear in CA filings

  • Business addresses become public

  • Registered agent info is public

California transparency rules override Wyoming privacy benefits.

Is It Better to Close the Wyoming LLC and Form a California LLC?

Often, yes.

You may want to form a California LLC instead if:

✔ You live and operate primarily in California
✔ Most revenue comes from California
✔ You want to avoid double compliance
✔ You don’t need Wyoming-specific benefits

Maintaining two states usually increases costs without benefits.

When a Wyoming LLC Still Makes Sense

Keeping a Wyoming LLC may be justified if:

✔ You operate in multiple states
✔ California is only a small part of operations
✔ You need Wyoming’s holding-company advantages
✔ You plan to expand nationally

In these cases, foreign registration is unavoidable.

Common Mistakes to Avoid

❌ Assuming Wyoming formation avoids CA taxes
❌ Failing to register before doing business
❌ Ignoring the $800 franchise tax
❌ Using a California address without registration
❌ Hiring CA contractors without compliance
❌ Forgetting biennial Statement of Information filings

California aggressively enforces compliance.

FAQs: Wyoming LLCs in California

Can I live in California and keep a Wyoming LLC without registering?

No. Living and managing the business from California triggers registration.

Do online businesses need to register?

Yes, if they meet economic nexus thresholds or are managed from California.

Does registering in CA eliminate Wyoming benefits?

Yes, for taxes and compliance related to California operations.

Can I dissolve the Wyoming LLC and convert to California?

Yes. Many owners choose to dissolve and re-form in California.

Final Answer: Wyoming LLC Doing Business in California

✔ Yes, it’s allowed—but registration is mandatory.

❌ No, Wyoming formation does not avoid California taxes or fees.

If your business operates in California, expect to:

  • Register as a foreign LLC

  • Pay the $800 annual franchise tax

  • Maintain compliance in two states

For many business owners, forming directly in California is simpler and cheaper long-term.

Get Free Consultation with FormLLC 

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