California Foreign Registration · Agent for service of process
Agent for service of process rules for a foreign LLC in California
A foreign LLC registered in California must designate and continuously maintain an agent for service of process in the state (Corp. Code 17701.13(b)), who is either an individual who is a resident of California or a registered corporate agent that has filed Form 1505, for which the filing fee is $30. We can act as your agent.
Who can serve
Under the LLC act the agent is an individual who is a resident of California or a corporation that has filed a registered corporate agent certificate under Section 1505 and whose capacity to act has not terminated (Corp. Code 17701.13(c)). The same section requires the registered foreign LLC to keep an agent in place continuously. No entity can appoint itself, and a corporation that serves has to be authorized to do business in California and in good standing on the Secretary of State's records before it can register as a corporate agent.
The two kinds of agent
| Individual | Registered corporate agent | |
|---|---|---|
| Who | A California resident, such as a member, manager or other individual | A corporation with a current Form 1505 on file |
| Address on the filing | A physical California street address; no P.O. box, no in-care-of address | None; only the exact registered name is entered |
| Public record | Name and street address are public | The registered name is public |
| Approval | The individual should agree beforehand | Advance approval is obtained from the corporate agent before it is named |
| On the forms | Items 4a and 4b of Form LLC-5, or 6a and 6b of the Statement of Information | Item 4c of Form LLC-5, or 6c of the Statement of Information |
A filing names one kind or the other, never both.
The individual agent and privacy
The Secretary of State warns that the agent's name and physical street address are public record, as are all the addresses of the entity that appear in its filings (LLC-12 instructions). Someone who does not want a home address in the record should use a corporate agent.
Changing or resigning the agent
| Change | Form | Fee |
|---|---|---|
| New agent, or a change to the agent's address, for an LLC | Form LLC-12 | no fee when it only updates information |
| New agent for a corporation | Form SI-550 | $25 |
| New agent for a foreign limited partnership | Form LP-6 | $30 |
| Agent resigns | Form RA-100 | no fee |
| Corporation becomes a registered corporate agent | Form 1505 | $30 |
The Secretary of State's FAQ says a new Statement of Information must be filed when the agent resigns or is no longer valid.
If the entity has no agent
An entity that loses its agent and does nothing risks missed lawsuits. California allows substituted service on the Secretary of State when attempts at direct service have failed, are shown to the court to be reasonably diligent and the court orders it. The process, the order and the statutory $50 fee are hand delivered at the Sacramento office only, not by mail.
A registered LLC and the Secretary of State as agent
If a foreign LLC does business without a registration, or cancels the registration it had, the statute deems the Secretary of State its agent for suits arising out of its California business (Corp. Code 17708.07(d)). It is a fallback for claims, not a way to run the LLC without an agent.
Using our agent
Order the agent service at checkout and we enter our California agent on Form LLC-5. We forward what is served on us and update the Statement of Information if the arrangement ends.
California agent questions
Can I be my own agent?
If you are an individual who lives in California, yes, but your name and street address become public. An entity cannot name itself.
Must the agent be in California?
Yes. An individual agent must be a California resident with a street address in the state, and a corporate agent must be registered in California.
What does a corporation pay to become a registered corporate agent?
Form 1505 carries a $30 filing fee.
Does an agent resignation cost anything?
Form RA-100 is no fee.
Is the agent's address public?
Yes, when the agent is an individual: the public record shows the name and the street address.
Is there a fee to change the agent?
Not when an LLC changes it on a Statement of Information that only updates information. A corporate agent registers once on Form 1505.
Our fee, plus the state fee at cost
Register in California
California$199
+ $70 Secretary of State fee
- Form LLC-5 for an LLC or the Statement and Designation by Foreign Corporation for a corporation
- A current certificate from your home state, which we order
- Submitted to Sacramento through bizfile Online
- A California agent for service of process: ours, or the one you name
- The certificate of registration, sent to you once issued
- Renewal: after the first year, the agent service renews at $149 a year
Checkout lists our fee and the state fee as separate lines. The state fee is charged at cost. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where these facts come from
- California Secretary of State, foreign LLC forms and fees
- California Corporations Code 17708.02 (application to register)
- California Secretary of State, Business Entities FAQs
- California Secretary of State, foreign corporation forms and fees
- California Secretary of State, foreign limited partnership forms and fees
- California Secretary of State, Form LP-5 (Application for Registration, Foreign LP)
- Franchise Tax Board, Form FTB 3522 instructions (LLC tax voucher)
- Franchise Tax Board, Form 568 booklet (annual LLC tax)
- California Corporations Code 17701.13 (agent for service of process)
- California Secretary of State, Form LLC-12 (Statement of Information) and instructions
- California Secretary of State, Business Entities fee schedule
- California Secretary of State, Form SI-550 (Statement of Information, stock and foreign corporations)
- California Secretary of State, service of process
- California Corporations Code 17708.07 (no certificate of registration)
Registering an out-of-state company in California?
Order online, and we prepare the filing, get the certificate from your home state and file in Sacramento.