California Foreign Registration · Do I need to register?
Do I need to register my out-of-state LLC in California?
An out-of-state LLC must register in California on Form LLC-5 once it enters repeated and successive transactions of its business in the state, other than in interstate or foreign commerce (Corp. Code 17708.03(a)). The filing costs $70. California gives no dollar or employee threshold for this test, so the answer depends on what the company actually does here.
How California frames the test
The statute says an LLC that carries out a pattern of business transactions in the state is transacting intrastate business, and it then lists activities that do not count. That list is explicitly not complete: the section opens by saying it does not exclude other activities from the safe side. The reverse also holds, because the statute defines the trigger only by pattern. A foreign corporation is tested by the same idea in Corporations Code 191 and 2105, and the Secretary of State will not say on which side a given business falls.
What the statute sets aside
These are the 10 activities the statute sets aside, grouped here by what they involve (Corp. Code 17708.03(b)(1)-(10)).
- Courts and claims. Defending a lawsuit, administrative case or arbitration, bringing one to enforce rights, or settling any dispute.
- Running the company. Running the company: member and manager meetings, and holding bank accounts.
- Its own securities. Having an office or agent to transfer, exchange or register the LLC's own securities, or a trustee or depository for them.
- Sales channels. Using independent contractors to sell, and gathering orders by mail, online, or via staff or agents, so long as each order only becomes a contract once someone outside California accepts it.
- Lending and collecting. Taking on debt or acquiring mortgages, liens and security interests, then collecting debts, enforcing those interests and looking after the property recovered.
- One-off deals. A single deal that wraps up inside 180 days and is not repeated as a pattern.
- Interstate commerce. Business conducted across state lines.
A second list covers status alone. An LLC is not transacting business in California merely because it holds shares in a corporation, is a limited partner, or is a member or manager of another LLC, or because a subsidiary of its own does business here. A person who is only a member or manager of an LLC registered in California is not transacting business either.
Real situations, one at a time
We have one remote employee who lives in California. Do we register?
Probably yes. An employee working from a California home on the company's regular business is repeated activity in the state, not an isolated deal or a sale across state lines. The statute names no headcount.
We ship products to California customers from another state. Do we register?
That alone does not require it. Interstate commerce is on the list, and so is taking orders that only turn into contracts after acceptance elsewhere. Registration questions rise if you keep stock, staff or a leased space here. Tax is a separate question, covered below.
We rent a warehouse in California. Does that trigger registration?
Yes in most cases. A leased warehouse with the company's own inventory or staff is a continuing presence that goes beyond interstate shipping, and the Franchise Tax Board counts California property toward its own threshold as well.
Our LLC bought a rental house in California. Is that transacting business?
Buying and holding one property is not automatically a pattern. Leasing it to tenants year after year with repairs and collections looks more like continuing business.
We signed one big California contract and finish in three months. Do we register?
A single transaction completed within 180 days and not part of a series is exempt. A contract with a longer performance period, or a second one after it, falls outside that exemption.
We only do business online. Does an online store need to register?
A website selling to California buyers from elsewhere is interstate commerce. What moves the answer is physical presence: staff, property, inventory or an office in California.
We are a member of a California LLC. Do we have to register ourselves?
No. Being a member or manager of a California LLC is not transacting business in itself. But if the California LLC is doing business, the Franchise Tax Board can treat its members who take part in management as doing business too.
We want to open a California bank account. Does that trigger registration?
No, maintaining accounts is on the exempt list.
Tax nexus is a different test
Do not confuse registering with owing California tax. The Franchise Tax Board treats a company as doing business in California if it is organized or commercially domiciled here, or if its California sales exceed the lesser of $757,070 or 25 percent of total sales, its California property exceeds the lesser of $75,707 or 25 percent of total property, or its California payroll exceeds the lesser of $75,707 or 25 percent of total payroll (figures for the 2025 tax year, adjusted annually). An LLC can pass one of those tests and owe the $800 tax without ever needing to register, and an LLC with a registration owes the tax even when it does no California business. The annual tax page covers the payment.
The statute keeps other laws in play
The registration article carries a reservation (Corp. Code 17708.03(e)): it does not settle which contacts open an LLC to lawsuits, taxes or regulation under California's other laws. An LLC that never registers can therefore still be sued here, taxed by the Franchise Tax Board and regulated by a licensing board. Registering is about whether the company may use California courts as a plaintiff and whether it has a named agent for service of process.
What it costs not to register
An unregistered foreign LLC cannot start a lawsuit or proceeding in California; defending one is still allowed. Members are not made liable for company debts by the mere lack of a registration. The Secretary of State becomes its default recipient of suits arising from its California business, and the Attorney General can sue to enjoin continued business. A corporation can additionally face a daily penalty. The penalties page sets out the statutes.
If you are over the line
File Form LLC-5 as soon as you know you are. The court-access limits and the tax bills continue for as long as the LLC stays unregistered. Order the home-state certificate first. If you are not sure, the answer turns on your facts, and a California business lawyer can give it. After that, we prepare and file the 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)
- California Corporations Code 17708.03 (transacting intrastate business)
- Franchise Tax Board, doing business in California
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.