Foreign LLC Registration in California: Form LLC-5 and Franchise Tax

Foreign LLC registration in California means filing Form LLC-5 with the Secretary of State, paying a $70 fee, attaching a recent certificate of good standing from your home state, and naming a California-based agent for service of process. Once registered, you owe the Franchise Tax Board an $800 minimum franchise tax every year and file a Statement of Information with the Secretary of State every two years. “Foreign” here just means formed somewhere other than California, whether that’s Nevada, Delaware, or another country.

Do You Actually Have to Register

California requires a foreign LLC to obtain a certificate of registration before “transacting intrastate business” in the state.¹ The statute doesn’t define the phrase, but courts read it as repeated, ongoing commercial activity in California rather than a single deal.

The Corporations Code lists activities that, by themselves, do not require registration:²

Keeping a bank account at a California financial institution.
Selling through independent contractors, without your own employees in the state.
Defending or settling a California lawsuit or arbitration.
Holding member or manager meetings in California.
Completing a one-off transaction inside 180 days that isn’t part of a pattern.
Interstate commerce that only passes through California.
Soliciting orders that become binding contracts only when accepted outside California.

Once you employ someone in California, keep a physical office there, or regularly provide services to California clients, registration is almost certainly required. The line between exempt and non-exempt activity is fuzzy enough that when the facts are close, registering is the safer call.

Filing Form LLC-5

Registration runs through Form LLC-5, the Application to Register a Foreign Limited Liability Company. The form asks for the LLC’s legal name, the state or country of formation, its principal office address, and the name and California street address of the agent for service of process.¹

You have to attach a certificate of good standing (sometimes called a certificate of existence or status) from your home state or country, issued within the past six months.³ Order that first; it’s the piece most likely to slow you down.

The filing fee is $70. If you need it done faster, California offers three expedited tiers:⁴

24-hour processing (Class C) for $350, online or in person.
Same-day processing (Class B) for $750, if the document arrives by 9:30 a.m. for a response by 4:00 p.m.
4-hour processing (Class A) for $500, in-person Sacramento drop-off only, and requires preclearance approval.

If Your Name Is Taken

If your LLC’s name is already in use in California or doesn’t meet state naming standards, you’ll have to register under an alternate name distinguishable from other entities in the Secretary of State’s records.⁵ Check availability before filing so a name conflict doesn’t send the application back.

After approval, the Secretary of State issues a certificate of registration authorizing the LLC to operate. That certificate does not replace local business licenses or industry-specific permits, which you handle separately.

If the Home-State LLC Changes Its Name Later

If your LLC changes its name in its home state after registering in California, file Form LLC-6 (Foreign LLC Name Change Amendment) with a home-state certificate confirming the change.⁶ Form LLC-6 only covers name changes; other updates go through the Statement of Information.

Naming a California Agent for Service of Process

Every foreign LLC has to designate a California-based agent for service of process on the LLC-5 application.¹ The agent is the person or company authorized to accept lawsuits and other legal papers for the LLC, and they must have a physical California street address. P.O. boxes don’t qualify.

LLCs without a California presence usually hire a professional registered agent service, which runs $100 to $300 a year. The value is boring but real: someone is available during business hours to accept service, so a lawsuit doesn’t reach an outdated address while a default judgment builds against you.

If your agent resigns or changes address, update the Secretary of State by filing a Statement of Information (Form LLC-12) for a $20 fee. The statute provides that if your agent can’t be found or served, the Secretary of State automatically steps in as agent, but that’s a backstop, not a plan.¹

The $800 Franchise Tax and Income-Based Fee

A registered foreign LLC owes the same California taxes as a domestic one. The core cost is an annual $800 minimum franchise tax, payable to the Franchise Tax Board whether or not the LLC earns California income. It’s due by the 15th day of the fourth month after registration and keeps accruing every year until you formally cancel the California registration. Simply stopping business in the state doesn’t end the obligation. A first-year exemption existed for LLCs registering between 2021 and 2023, but it has expired.⁷

LLCs with significant California-sourced income owe an additional fee on top of the $800, based on total annual income attributable to California:⁸

$900 for income between $250,000 and $499,999.
$2,500 for income between $500,000 and $999,999.
$6,000 for income between $1,000,000 and $4,999,999.
$11,790 for income of $5,000,000 or more.

Both the franchise tax and the income-based fee are reported on FTB Form 568, the LLC’s annual California return.

The Biennial Statement of Information

Every registered foreign LLC has to file a Statement of Information (Form LLC-12) within 90 days of the initial registration, and every two years afterward. The form updates the state on the LLC’s managers, business address, and agent for service of process. The filing fee is $20, and missing the biennial deadline can trigger a $250 penalty.

If you fall behind on either the Statement of Information or Form 568, the state can suspend the LLC’s right to do business in California, and reviving a suspended LLC requires clearing everything you missed.

Extra Step for LLCs Formed Outside the United States

An LLC organized under the law of another country picks up a federal filing when it registers in California. Under the Corporate Transparency Act, foreign-formed entities registered to do business in the U.S. must file a Beneficial Ownership Information report with FinCEN. Since March 2025, FinCEN has exempted all entities formed inside the United States, so the requirement now applies only to foreign-country entities.⁹ LLCs formed in another U.S. state and registering in California are not subject to BOI reporting.

Foreign-formed entities registering on or after March 26, 2025, have 30 calendar days from the notice that their registration is effective to file the initial BOI report.⁹ These entities may also need a federal Employer Identification Number if they don’t already have one; the IRS accepts EIN applications by phone, fax, or mail for entities with a principal place of business outside the U.S., using Form SS-4.¹⁰

What Happens if You Operate Without Registering

The immediate consequence is losing access to California courts. An unregistered foreign LLC cannot file a lawsuit or enforce a contract in the state until it obtains a certificate of registration.¹¹ Opposing counsel and business partners know about this bar and will raise it the moment you try to enforce your rights.

Failing to register doesn’t destroy the LLC’s liability shield. The same statute provides that members and managers are not personally liable for the LLC’s debts merely because it operated in California without a certificate, and the LLC can still defend itself in lawsuits filed against it.¹¹ On the tax side, unpaid franchise tax accrues penalties and interest and can lead to suspension of the LLC by the Franchise Tax Board.¹²

Closing the Registration Cleanly

When the LLC stops doing business in California, file a Certificate of Cancellation (Form LLC-4/7) with the Secretary of State. There’s no filing fee for that form.¹³

Before filing, submit all final Form 568 returns to the Franchise Tax Board and pay the $800 annual tax for the final tax year. This is the step businesses skip most often when leaving California. If final returns aren’t filed, the FTB keeps treating the LLC as active and assessing the $800 tax year after year until the record is corrected.¹³

1
California Legislative Information. California Corporations Code 17708.02
2
California Legislative Information. California Corporations Code 17708.03
3
California Secretary of State. LLC-5 Application to Register a Foreign Limited Liability Company
4
California Secretary of State. Service Options
5
California Legislative Information. California Corporations Code 17701.08
6
Justia. Instructions for Completing the Foreign Limited Liability Company Name Change (Form LLC-6)
7
Franchise Tax Board. Limited Liability Company
8
Justia Law. California Revenue and Taxation Code 17941-17947
9
FinCEN. Beneficial Ownership Information Reporting
10
Internal Revenue Service. Employer Identification Number
11
California Legislative Information. California Corporations Code 17708.07
12
Franchise Tax Board. Common Penalties and Fees
13
Justia. Instructions for Completing Forms LLC-3 and LLC-4/7