Registering a foreign LLC in California from start to finish

In California law a foreign LLC is any LLC organized under another state's law or another country's law; the word has nothing to do with the owners' citizenship. A Delaware LLC owned by a Texan is foreign in California. So is an LLC formed in Ontario. The company keeps its home-state existence, and registering in California is permission to carry on business here, not a second formation. California calls what it issues a certificate of registration (Corp. Code 17708.04), though people often say qualification or authority.

The LLC form is Form LLC-5. A corporation files the statement and designation on Form S&DC-S/N, a limited partnership files Form LP-5, and professional corporations and insurers have their own versions (Form S&DC-PC and Form S&DC-INS). Each is filed online on bizfile Online, and the online version is built to catch the omissions that make paper filings bounce.

A registered foreign LLC must keep an agent for service of process registered in California without a gap. 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. An LLC cannot name itself, and when a corporation is the agent the filing gives no address for it because its registered addresses are already on file. The agent page covers duties, changes and what happens when the agent resigns.

File on bizfile Online with a free account, upload the certificate and pay $70 by the methods the portal offers. A paper filing goes to P.O. Box 944260, Sacramento, CA 94244-2600, or can be dropped off at 1500 11th Street, Sacramento, CA 95814 with a $15 special handling fee. California's handling target is 5 days or less for online filings and 10+ days for paper. If the date matters, the 24-hour service costs $350 and the same-day service $750.

Good standing in California rests on the Statement of Information and the Franchise Tax Board. The statement is due every 2 years in a six-month window that ends in the registration month, and the tax is due by the 15th day of the 4th month after the taxable year begins. Missing the statement leads to a delinquency notice, a $250 penalty and eventually a suspension that takes away the right to use the name in California; missing the tax can suspend the LLC through the Franchise Tax Board. The annual tax and Statement of Information page has the dates.

An LLC that stops doing business here files Form LLC-4/7, the certificate of cancellation, and the state charges nothing for it. The annual tax keeps accruing until that filing is made, so a dormant registration is an expensive one. The cancellation page explains the final tax return the form refers to.

The statute tells the Secretary of State to file the application and issue a certificate of registration unless the application fails to meet the filing requirements, once the fees are paid (Corp. Code 17708.04). For an expedited filing the response says whether the document was filed or rejected and states the reasons for any rejection. The Secretary of State warns that many paper submissions are returned for correction because of name issues, errors, omissions or misstatements, and says the online forms and filing tips exist to avoid them.

Download the filed registration the day it is approved. Copies of filed documents are free online, certified copies cost $5 per document, and a certificate of status is $5 per entity. Note the entity number: records for newly registered entities use a 12-character number that begins with the letter B, and searches on bizfile need that letter. You will quote the number on every later filing, including the cancellation.

Four mistakes are worth ruling out before you file. The certificate of good standing is older than the allowed age or carries a slightly different name. The agent line names a corporation that never registered as a corporate agent, or an out-of-state individual. A principal office address is a P.O. box. Or the owner assumes the registration also handles the Franchise Tax Board and misses the first tax payment. Order the certificate last, check the agent first, use street addresses and put the tax payment in the calendar the day you file.