California Foreign Registration · Delaware LLC in California
Registering a Delaware LLC in California
A Delaware LLC that does business in California registers on Form LLC-5, pays $70 and attaches a Delaware certificate of good standing dated within the last 6 months. The company stays a Delaware LLC, so it keeps paying Delaware's $400 annual tax and adds California's $800 on top. We file the California side for $199 plus the state fee.
Delaware and California side by side
| Delaware (home) | California (registration) | |
|---|---|---|
| Filing | Formation already done | Form LLC-5, $70 |
| Annual cost | Annual LLC tax $400, due June 1 | $800 LLC tax to the Franchise Tax Board, due by the 15th day of the 4th month after the taxable year begins |
| Report | No annual report for an LLC | Statement of Information every 2 years, $20 |
| Late payment | $200 penalty | $250 penalty after a notice of delinquency goes unanswered for 60 days |
| Agent | A Delaware registered agent | A California agent for service of process, separate |
| Good standing certificate | $50, needed for the California filing | Required with Form LLC-5, not issued by California |
Get the Delaware certificate first
California's application does not go in without a certificate of good standing from the government agency where the LLC was formed, and for a Delaware LLC that is the Delaware Division of Corporations. Delaware charges $50 for it. The certificate reports the LLC's standing at home, so pay Delaware's $400 annual tax before ordering it. The tax is due June 1, and a late payment adds $200.
Filling in Form LLC-5 for a Delaware LLC
Item 1a is the name exactly as the Delaware certificate prints it, including the comma before "LLC" if there is one. Item 2 gives Delaware as the jurisdiction, and the pre-printed authority statement beneath it says the LLC has powers and privileges to conduct business in Delaware; do not change it. Item 3a is the principal office, which can be outside both states, and item 3b is the California office if you have one. Item 4 names the California agent. The certificate must be dated within 6 months.
Does the Delaware name work in California?
California tests an LLC name for a designator and for being distinguishable in the records and not likely to mislead the public from LLCs already on file here. A Delaware LLC called "Redwood Supply LLC" passes unless a California LLC with too similar a name is already on file. If the Delaware name fails, item 1b carries the alternate name the LLC will use for its California business.
The first Statement of Information puts names on the record
California's Statement of Information asks for a manager, or each member where no manager is appointed, with an address. The statement is due 90 days after registration, and the agent's name and street address are public record. The statement's own instructions note that addresses given in filings are open to all. If privacy matters, use a manager or an entity as the listed person and a corporate agent.
Two agents, two states
A Delaware registered agent does not carry over. California wants 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, and the agent must be in place continuously. If you name a corporate agent, check that its California agent certificate is current. If you pick an individual, the name and street address become public.
Should the LLC move to California?
An LLC whose only operations are in California pays Delaware and California each year: $400 to Delaware and $800 to the Franchise Tax Board, and it carries two agents. Becoming a California LLC instead changes governing law and the operating agreement, and a conversion statute governs how a Delaware LLC can convert; take it to a lawyer and an accountant before you file anything. Registering as a foreign LLC is the simpler step that leaves Delaware's rules in place.
Registering your Delaware LLC in California
Bring Delaware current
Annual tax paid, agent in place, so the certificate shows good standing.
Order the Delaware certificate
It costs $50 and is valid for California for 6 months.
Pick the California agent
A resident individual or a registered corporate agent.
File Form LLC-5
With the $70 fee, online on bizfile Online.
Diary both states
Delaware on June 1, California's tax by the 15th day of the 4th month after the taxable year begins and the Statement of Information within 90 days.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware LLC in California questions
Does California want a Delaware certificate of good standing?
Yes. Form LLC-5 is filed with a current certificate from Delaware, issued within 6 months of the filing.
Does registering in California change my Delaware annual tax?
No. Delaware's $400 tax stays due June 1. California's $800 tax is an addition.
Can I register before I have California revenue?
Yes. Registration depends on the pattern of business, not on income. The tax is owed by any LLC holding a California registration.
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)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- California Secretary of State, Form LLC-12 (Statement of Information) and instructions
- California Corporations Code 17713.07 (Statement of Information penalty)
- Delaware Division of Corporations fee schedule (PDF)
- California Secretary of State, name reservations and name rules
- California Corporations Code 17701.13 (agent for service of process)
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.