California Foreign LLC Registration: Certificate of Authority Guide

1. What is a Foreign LLC in California?

In California, the term “foreign” does not mean international. It simply means your LLC was formed outside California—either in another U.S. state or another country—and you now want to legally operate in California.

When you register your out-of-state LLC with California, the state grants your company authority to transact business within its borders. This process is commonly called obtaining a Certificate of Authority, and the official filing is the Foreign Limited Liability Company Application for Registration (Form LLC-5).

2. Do you need to register in California?

You generally must register if your LLC is considered to be “transacting business” in California. The determination depends on facts and activities, but common triggers include:

• Maintaining an office, warehouse, or physical presence in California
• Hiring employees or independent contractors based in California
• Regularly performing services or fulfilling contracts within California
• Owning or leasing real or tangible business property in California

Sometimes you may not need registration

California—like many states—allows limited activities without triggering foreign registration, such as isolated transactions, internal company matters, or maintaining a bank account alone. However, if your operations involve California customers, workers, or facilities, formal registration is typically the safer route.

3. Requirements checklist

Before filing your California foreign LLC registration, make sure you have the following ready:

1. Legal LLC name exactly as registered in your formation state or country
2. California Registered Agent with a physical California street address
3. Principal office address and mailing address
4. Formation jurisdiction and original LLC formation date
5. Management structure (member-managed or manager-managed)
6. Planned California start date (when business began or will begin)

Think of foreign registration as legally extending your existing LLC’s authority into California—without changing your home state structure.

4. Name rules for a foreign LLC in California

California does not require a separate name reservation before filing a foreign LLC registration. Instead, your LLC name is reviewed for availability as part of the registration process. Your name used in California must:

1. Include LLC, L.L.C., or “Limited Liability Company”
2. Be distinguishable from existing California business entities on record
3. Avoid restricted or regulated terms unless proper approval is obtained (e.g., “bank”, “insurance”)
4. Match your legal home-state name or be registered with an approved California use name

5. Registered Agent requirements

Every foreign LLC authorized to do business in California must maintain a California Registered Agent. This agent is responsible for receiving:

• Service of process (lawsuits and legal notices)
• Official correspondence from the California Secretary of State
• Compliance and regulatory notifications when issued

Who can be a Registered Agent?

1. An individual California resident with a physical street address (no PO Boxes)
2. A business entity authorized to act as a registered agent in California

Why hire a professional agent?

1. Privacy: your personal or office address stays off public records
2. Reliability: legal documents are received and handled promptly
3. Continuity: especially helpful for non-U.S. founders or remote operators

6. How to register a foreign LLC in California (step-by-step)

Step 1: Confirm your LLC is active in its home state

Your LLC must be active and in good standing in its formation state or country. While California does not always require a Certificate of Good Standing to be filed, banks, payment processors, and partners often request one during onboarding.

Step 2: Confirm your LLC name meets California requirements

California does not require a separate name reservation for foreign LLCs. Your LLC name is reviewed for availability during the registration process itself. If your legal name is unavailable, you may designate an alternate California use name.

Step 3: Appoint a California Registered Agent

Your registered agent must maintain a physical street address in California and be available during standard business hours to accept legal documents and official notices.

Step 4: File the Foreign LLC Application for Registration (Form LLC-5)

File the Foreign Limited Liability Company Application for Registration (Form LLC-5) with the California Secretary of State. This filing officially authorizes your LLC to transact business in California.

• Provide your legal LLC name and California use name (if applicable)
• List your formation jurisdiction and original formation date
• Include your principal office and mailing addresses
• Designate your California registered agent and registered office address
• State whether the LLC is member-managed or manager-managed
• Provide the date business began or will begin in California

State filing fee: $70 (California foreign LLC registration filing fee)

Step 5: Receive approval (authority to do business)

Once approved by the California Secretary of State, your LLC is legally authorized to transact business in California. Keep copies of your filed Form LLC-5 and approval confirmation—banks, vendors, and licensing authorities often request them.

7. After approval: taxes, licenses, banking

A) California Franchise Tax (FTB)

Most LLCs doing business in California—domestic or foreign—are subject to the California Franchise Tax, administered by the California Franchise Tax Board (FTB). This generally includes a minimum annual franchise tax of $800, regardless of income or activity level, unless a limited first-year exemption applies.

B) Statement of Information (Form LLC-12)

Foreign LLCs must file a Statement of Information (Form LLC-12) with the California Secretary of State. This filing is typically due shortly after registration and then every two years, updating management, addresses, and agent information.

C) Local business licenses (city or county)

Many California cities and counties require a local business license or tax registration. Requirements vary based on location and business activity, so check the rules where you operate, hire, or maintain a physical presence.

D) EIN and banking

If your LLC already has an EIN, you usually continue using it after foreign registration. California qualification does not create a new entity. Banks and payment providers may still request:

• California foreign registration approval
• Filed Form LLC-5 copy
• Operating Agreement (often requested)
• EIN confirmation letter (IRS) (EIN resource)
• Owner or manager identification

8. California foreign LLC fees & ongoing costs

• Foreign LLC Registration Filing: $70
• Statement of Information (Form LLC-12): $20 (biennial)
• California Franchise Tax: $800 minimum per year
• Registered Agent: commonly $50/year
• Local Business License: varies by city or county

9. Compliance tips (simple and practical)

• Maintain an active California registered agent with up-to-date address details
• File your California Statement of Information (Form LLC-12) on time
• Pay the California Franchise Tax annually, even in low-activity years
• Remain in good standing in your home formation state as well as California
• Track local business license renewals based on city or county requirements
• Keep one organized compliance folder for approvals, filings, EIN, and operating documents

10. Conclusion

California foreign LLC registration is the legal bridge between your existing LLC and doing business in California. By filing Form LLC-5, appointing a registered agent, and staying current with tax and reporting obligations, your LLC can operate legally and confidently in the state.

With FormLLC, you receive a clear, founder-friendly checklist and guided support—so your California foreign LLC registration is completed correctly the first time.