California Foreign LLC Registration (How-to Guide)

California Foreign LLC

Thinking about expanding your business to California? That’s an exciting step, but registering a foreign LLC in the Golden State can feel a little overwhelming. The paperwork, the requirements—it can all seem like a lot.

But don’t stress! I’ve got you covered.

In this guide, we’ll break down each step of the process, from appointing a registered agent to filing all the necessary paperwork. By the end, you’ll feel confident and ready to get your business thriving in California. So, let’s get started on your California adventure!

Key Highlights: California Foreign LLC Formation

If your LLC was formed outside California but operates in the state, it’s classified as a foreign LLC. You’re considered to be doing business in California if you have a main office there, make financial transactions, or if your sales, property, or payroll in California exceed certain limits set by the California Franchise Tax Board.

The standard filing fee for Florida foreign LLC is $70.

One of the easiest ways to handle this process is to use a registered agent based in California. From my experience, Northwest Registered Agent is the best option.

California Foreign LLC Requirements

1. California Registered Agent

To register a foreign LLC in California, you must appoint a registered agent with a physical address. This agent will handle important legal documents and official notices for your LLC.

You can choose an individual resident or a professional registered agent service. Make sure your registered agent is reliable and available during business hours to ensure you don’t miss any crucial paperwork.

While you can use friends or family members as your registered agent, I recommend using a professional registered agent service.

2. Certificate of Good Standing

Before registering your foreign LLC in California, you must provide a Certificate of Good Standing from the state where your LLC was originally formed.

This document verifies that your LLC is legally compliant and in good standing with its home state. Proving that your LLC is active and authorized to conduct business is essential.

3. Application to Register a Foreign Limited Liability Company

Complete and submit the Application to Register a Foreign Limited Liability Company form to the California Secretary of State. This form requires information about your LLC, including its name, the state where it was formed, and the address of your registered agent in California.

Here’s the information required in the Application to Register a Foreign Limited Liability Company form for California:

  • LLC Name: The legal name of your LLC as it appears in your home state.
  • State of Formation: The state or jurisdiction where your LLC was originally formed.
  • Registered Agent in California: Name and address of your registered agent in California.
  • Principal Office Address: Your LLC’s principal place of business address.
  • Business Address in California: Address where your LLC will conduct business in California, if different from the principal office address.
  • Management Structure: Whether members or managers manage your LLC.
  • Date of Formation: Your LLC was originally formed in its home state.
  • Duration of LLC: Whether your LLC has a perpetual or specific end date.
  • Purpose of Business: A brief description of your LLC’s business activities.

If filing by mail, send your completed form and payment to:

Secretary of State
Business Entities Filings
P.O. Box 944260
Sacramento, CA 94244-2600

If filing in person, send your completed form and payment to:

Secretary of State
Business Programs Division – Business Entities
1500 11th Street
Sacramento, CA 95814

4. Statement of Information

After registering your foreign LLC, you must file an initial Statement of Information (Form LLC-12) within 90 days. This form provides updated details about your LLC, including its business addresses, management structure, and registered agent.

Filing this form is required to keep your information current and maintain your LLC’s good standing in California.

How to File a Foreign LLC in California State

Step 1. Selecting Your Business Name (new or existing)

Before you start the registration process, check if your LLC’s name is available in California. You can search the California Secretary of State’s business name database here.

California Business Name Search

If your name has already been taken, you must choose a different name or consider using a name reservation. This step ensures your LLC’s name is unique and complies with California’s naming requirements.

Step 2. Appointing a California Registered Agent (I use Northwest)

Your foreign LLC must have a registered agent with a physical address in California. This person or service will receive important legal documents and official notices on behalf of your LLC.

You can appoint an individual resident or use a professional registered agent service. A reliable registered agent is crucial for effectively managing your LLC’s legal and compliance documents.

I recommend using Northwest Registered Agent, as they can help you with the entire process of forming your LLC.

Northwest registration

Find my review and insights on Northwest Registered Agent here

Step 3. Obtain a Certificate of Good Standing

Request a Certificate of Good Standing (or Certificate of Existence) from the state where your LLC was originally formed. This certificate verifies that your LLC is in good standing and legally allowed to operate in its home state.

It’s a key document required by California to confirm that your LLC is compliant with regulations in its formation state.

Note

Getting a Certificate of Good Standing can differ depending on the state, but in many places, it’s a breeze! Just visit the Secretary of State’s website, request the certificate online, and you could have it in your hands almost instantly.

Step 4. Complete the Application to Register a Foreign Limited Liability Company

Fill out and submit the Application to Register a Foreign Limited Liability Company form to the California Secretary of State. This form requires details about your LLC, including its name, state of formation, and registered agent’s address in California.

Accurate completion of this form is essential to ensure your registration is processed without delays.

Here’s the information needed for the Certificate of Registration:

  • Name of Your LLC in Your Home State: The legal name of your LLC as it appears in its original state.
  • Alternative Name in California: If your LLC’s name is unavailable in California, provide a new name under which your LLC will operate in the state.
  • Formation Details: The date and state where your business was originally formed.
  • Principal Office Address (Home State): The street address of your LLC’s principal office in your home state.
  • Principal Office Address (California): The street address of your LLC’s principal office in California.
  • Mailing Address: The mailing address of your principal executive office if it differs from your principal office address.
  • Registered Agent: Your registered agent’s name and street address in California. Note that P.O. Boxes cannot be used.
  • Signature: The signature of an authorized person. This individual does not need to be a member of your LLC.

Filling out and submitting the Application to Register a Foreign Limited Liability Company with these details ensures a smooth registration process with the California Secretary of State.

Ready to register your foreign LLC in California? The standard filing fee is $70. Need it fast? Opt for $350 for 24-hour processing or $750 for same-day. Also, remember there’s a $20 fee for the initial Statement of Information.

Step 5: File Your Initial Statement of Information

After your foreign LLC is registered in California, you must file an Initial Statement of Information (Form LLC-12) within 90 days. This form updates the state with information about your LLC’s addresses, management structure, and registered agent. Filing this form is a legal requirement and helps maintain your LLC’s good standing in California.

How long does it take?

Once submitted, the California Secretary of State typically takes 1-2 weeks to process your foreign LLC Form LLC-12. However, processing times can vary depending on the workload and whether you opt for expedited services.

Registration Fee – How Much Does a Foreign LLC in California Cost?

Registering a foreign LLC in California involves several fees:

  • Standard Registration Fee: $70
    The fee for the standard processing of the Application to Register a Foreign Limited Liability Company.
  • Expedited Processing Fees:
  • 24-Hour Processing: $350
    Additional cost for having your application processed within 24 hours.
  • Same-Day Processing: $750
    Additional cost for having your application processed within the same business day.
  • Initial Statement of Information Fee: $20
    Cost for filing the required Initial Statement of Information (Form LLC-12) after registration.

These fees cover the registration process and any expedited services needed to get your foreign LLC up and running in California.

It is a one-time fee, and depending on your preference, you can pay online, by mail, or in person. But my favorite registered agent costs less than $100. Click here.

Do foreign LLCs need to file formation documents in California?

No, foreign LLCs do not need to file formation documents in California. Instead, foreign LLCs must register with the California Secretary of State by submitting an Application to Register as a Foreign Limited Liability Company. This application allows your LLC to conduct business in California legally.

Here’s a summary of the steps for foreign LLCs:

  • Register with the California Secretary of State: Complete and submit the Application to Register a Foreign Limited Liability Company.
  • Provide a Certificate of Good Standing: This document from your home state confirms that your LLC is in good standing.
  • Appoint a Registered Agent: Designate a registered agent with a physical address in California.
  • File Initial Statement of Information: Form LLC-12 within 90 days of registration.

These steps allow your foreign LLC to operate legally in California without filing formation documents.

How are Foreign Entity LLCs in California taxed?

Foreign LLCs in California are taxed in the same manner as domestic LLCs.

Here’s how it works:

  • Pass-Through Taxation: Your LLC is considered a pass-through entity by default. This means the LLC does not pay taxes on its profits. Instead, the profits pass through to the individual members, who must report them as income on their tax returns.
  • Option to Elect Corporate Taxation: Your LLC can choose to be taxed as a corporation by filing an election with the IRS. If you make this election, your LLC will be taxed at the corporate level, and the members will only be taxed on any dividends or distributions they receive.

While foreign LLCs are treated similarly to domestic LLCs for tax purposes in California, you can choose a different tax structure if it suits your business needs better.

It is essential to consult with a qualified tax professional or accountant for specific tax advice and to ensure compliance with all applicable tax laws, as we are not tax experts or professionals.

FAQs on California Foreign LLC Registration

Can I Be My Registered Agent for My California LLC?

Yes, you can be your registered agent for your California LLC, provided you have a physical address in California where you can receive legal documents and official correspondence. However, this address cannot be a P.O. Box.

Why Hire a California-Registered Agent Service?

Hiring a California-registered agent service offers several advantages:

  • Compliance: Ensures you never miss important legal documents or deadlines.
  • Privacy: Keeps your address off public records.
  • Flexibility: Allows you to focus on running your business rather than handling legal paperwork.

How Can I Withdraw My California Foreign LLC?

To withdraw your foreign LLC from California:

  • File Form LLC-4/7: Submit the “Certificate of Cancellation” (Form LLC-4/7) with the California Secretary of State.
  • Clear Taxes: Ensure all California state taxes and fees are paid.
  • Close Accounts: Cancel state or local business licenses and accounts related to your LLC.

Is a Physical Presence Required in California to Form an LLC as a Foreigner?

No, a physical presence in California is not required to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in California to handle legal documents on your behalf.

How Do I Amend a Foreign LLC in California?

To amend a foreign LLC in California:

  1. File an Amendment Form: Complete and submit the appropriate amendment form to the California Secretary of State.
  2. Update Records: Provide updated information about your LLC, such as business name or address changes.
  3. Submit Fees: Pay any required fees for processing the amendment.

What Does It Mean to Do Business in California?

In California, you are considered to be “doing business” if:

  • Physical Presence: You have a principal place of business or physical office in California.
  • Financial Transactions: You engage in transactions for financial gain within the state.
  • Thresholds: Your sales, property, or payroll in California exceed thresholds set by the Franchise Tax Board.

Do I have to file a California Periodic Statement of Information for my foreign LLC?

Your foreign LLC must file a California Statement of Information every two years. It is due on the last day of the month in which your LLC was registered. The filing fee is $20.

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