California Foreign Registration · Annual tax and Statement of Information
The yearly California obligations of a foreign LLC
A foreign LLC registered in California files the Statement of Information, Form LLC-12 (California Secretary of State) due within 90 days of registering, then every 2 years, for $20, and pays the Franchise Tax Board an annual tax of $800, due by the 15th day of the 4th month after the taxable year begins. The two obligations belong to different agencies and run on different calendars.
The two yearly obligations
- Statement of Information
- Form LLC-12, $20, filed with the Secretary of State
- Its schedule
- First one 90 days after registration, then every 2 years
- Annual LLC tax
- $800, paid to the Franchise Tax Board with FTB 3522
- Its due date
- the 15th day of the 4th month after the taxable year begins
- LLC fee
- Starts at $900 once California income reaches $250,000, reaching $11,790 at the top
- Return
- Form 568 (the LLC return)
What the Statement of Information contains
Form LLC-12 asks for the LLC's name as registered in California, its entity number, where it was formed, the addresses of the principal office and any California office, a manager or each member (more than one goes on Form LLC-12A), the agent for service of process, the type of business, a chief executive officer if there is one and a yes-or-no answer about unpaid wage and Labor Code judgments. The agent's name and street address are public record. A corporation uses Form SI-550 instead, with the three officers, the agent, the type of business and the same judgment question, for $25.
When the LLC statement is due
The first statement falls due 90 days after registration. After that it is due every 2 years, in a six-month window that starts five months before the registration month and ends with that month. An LLC registered in an even-numbered year files in even-numbered years, and an odd-year registration files in odd years. The Secretary of State sends a reminder about three months before the due date, but filing is the LLC's responsibility if the reminder never arrives. A statement filed outside the schedule only to update information has no fee (for example when the agent changes).
What a late Statement of Information leads to
| Stage | What happens | Cost |
|---|---|---|
| Due date passes | The Secretary of State sends a notice of delinquency | No penalty yet |
| 60 days after the notice, still unfiled | The statutory penalty applies, and the notice also tells the LLC it may ask for relief for reasonable cause | $250 |
| Notice of pending suspension | File within 60 days of the Notice Date to avoid suspension or forfeiture | $20 |
| Suspended or forfeited | The entity loses its rights and privileges, including the right to use its name in California | Revival steps below |
Filing a current statement online, plus resolving any Franchise Tax Board hold, revives a suspended entity subject to the name still being available.
The Franchise Tax Board tax
Every LLC doing business in California, or holding a certificate of registration issued by the Secretary of State, is subject to the $800 annual tax. It is prepaid for the privilege of doing business, due by the 15th day of the 4th month after the taxable year begins, and payable with FTB 3522 online from a bank account, by credit card or by mail. A registered LLC owes it even in a year with no California income. If the due date for a foreign LLC's tax year has already passed when it registers, the tax is paid immediately after registering. The first-year exemption that applied to registrations in 2021 through 2023 has ended (FTB 3556).
The LLC fee on California income
On top of the $800 tax, an LLC whose total California income reaches $250,000 pays a fee based on that income. The fee starts at $900 and reaches $11,790 for California income of $5,000,000 or more. The Form 568 return reports it, and the return works out how much of the income counts as California income.
Suspension, forfeiture and revival
An entity can lose its powers, rights and privileges in 3 ways: the Secretary of State suspends it for a missing Statement of Information; for corporations, for an unpaid claim on the Victims of Corporate Fraud Compensation Fund; and the Franchise Tax Board suspends or forfeits it for missed tax returns or payments. After a Secretary of State suspension the fix is a current statement. When both agencies are involved, the entity first files the statement and obtains a Proposed Relief Letter, then sends Form FTB 3557 with that letter to the Franchise Tax Board. The entity stays suspended until both agencies are satisfied. A name lost during suspension may be reserved or taken by someone else, in which case the entity has to rename.
Corporations and limited partnerships
A qualified out-of-state corporation files its Statement of Information every year, in the month of registration, on Form SI-550 for $25. Its tax is a franchise or income tax return, which this site does not cover. A foreign limited partnership reports changes of address and agent on the paper Form LP-6 for $30.
Leaving ends both
Neither obligation stops until the registration is cancelled. File Form LLC-4/7 once the company has stopped doing business in California, and settle the final returns with the Franchise Tax Board. After that the Statement of Information and the $800 tax no longer apply.
California annual filing questions
Is the Statement of Information an annual report?
For an LLC it is filed every 2 years, not yearly. A corporation files it every year.
Does a dormant foreign LLC still owe the tax?
Yes, as long as the registration is not cancelled. Every registered LLC is subject to the $800 tax each taxable year.
Where do I pay the LLC tax?
To the Franchise Tax Board, not the Secretary of State, with FTB 3522.
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 Secretary of State, Form LLC-12 (Statement of Information) and instructions
- Franchise Tax Board, Form FTB 3522 instructions (LLC tax voucher)
- Franchise Tax Board, limited liability company
- California Secretary of State, Form SI-550 (Statement of Information, stock and foreign corporations)
- California Corporations Code 17713.07 (Statement of Information penalty)
- Franchise Tax Board, FTB 3556 LLC filing information
- California Secretary of State, Business Entities fee schedule
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.