Key Takeaways

  • Form LLC-5 is required for foreign LLCs—those formed outside California—to register and legally conduct business in the state.
  • You must provide details such as the LLC’s name, formation state, registered agent, and a Certificate of Good Standing.
  • The standard filing fee is $70, with an additional $15 handling fee for in-person submissions.
  • Once approved, your LLC will receive a Certificate of Authority, allowing it to operate in California.
  • Common mistakes include failing to maintain compliance with the California Franchise Tax Board (FTB), misfiling annual statements, or neglecting to maintain a registered agent in the state.
  • LLCs should also understand ongoing tax obligations and reporting requirements to remain in good standing.

What Is Form LLC-5?

Form LLC-5 is used to register your business with the Secretary of State if you have a foreign limited liability company (LLC) and want to operate in California. If your LLC is already registered in a different state, you are considered a foreign LLC to other states and municipalities. LLCs providing professional services that require a license or certification in California may not register to operate in the state. Examples include doctors of osteopathy and chiropractors.

LLCs in California

All LLCs must register with the Department of State before doing business in California, regardless of whether they are located in California (domestic) or elsewhere (foreign). Both domestic and foreign LLCs combine features of a corporation and partnership. The advantage is that the LLC owner's personal assets are protected from business liability.

Why California Requires Form LLC-5 for Foreign Entities

California requires foreign LLCs to file Form LLC-5 to ensure transparency and accountability when out-of-state businesses operate within its borders. This requirement allows the Secretary of State to:

  • Keep accurate public records of foreign entities doing business in California.
  • Ensure that all foreign LLCs maintain a registered agent to accept service of process.
  • Protect consumers and business partners by ensuring that all entities meet state compliance standards.

Foreign entities that transact business without registering through Form LLC-5 risk significant penalties and fines, may lose the right to maintain lawsuits in California courts, and could owe back taxes and fees.

What Information Is Needed to File Form LLC-5?

Your LLC filing will require:

  • The company name and the alternate name if one exists
  • The date on and state in which it was incorporated
  • The business address and mailing address
  • A registered agent's name and address (he or she must live in California)
  • The name and signature of an authorized person

You'll also need to submit a Certificate of Good Standing from your state of incorporation. This is sometimes called a Certificate of Existence. The form must include future file date requests for LLC documents.

How Long Is the Approval Time?

Form LLC-5 approval takes between 10 to 15 business days, but you can request expedited service.

What Happens After LLC-5 Approval?

You'll receive a Certificate of Authority from the state of California. This document allows your foreign LLC to do business in the state. 

How Much Is the Form LLC-5 Filing Fee?

Applicants must submit a $70 fee with the paperwork along with a $15 handling fee for forms submitted in person. These amounts must be written on separate checks or money orders, each payable to the Secretary of State. You'll receive two complimentary certified copies of the filed documents if you submit these copies with your application. There is a certification fee of $8 per additional copy.

Common Mistakes When Filing Form LLC-5

Many foreign LLCs make avoidable errors during the registration process, delaying approval or creating long-term compliance issues. To ensure your LLC-5 filing goes smoothly, avoid these common mistakes:

  1. Failing to Include a Certificate of Good Standing:
    This document must come from your home state and confirm that your LLC is active and compliant. Without it, your application will be rejected.
  2. Incorrect or Inconsistent Business Name:
    The name listed on Form LLC-5 must exactly match the name on your organizing documents. If your LLC’s name is already taken in California, you must file under an alternate name.
  3. Not Maintaining a Registered Agent in California:
    A registered agent is required for service of process. Failing to maintain one can result in penalties or administrative dissolution.
  4. Ignoring Tax Registration Requirements:
    After approval, you must register with the Franchise Tax Board (FTB) and pay the $800 annual minimum tax—even if the LLC earned no income in California that year.
  5. Neglecting to File Biennial Reports:
    Foreign LLCs must file a Statement of Information (Form LLC-12) every two years. Missing this filing can lead to suspension by the Secretary of State.
  6. Overlooking Local Permits and Business Licenses:
    Depending on your business type and location, you may need city or county permits to operate legally.

Following these steps can help prevent delays and compliance risks for your foreign LLC.

LLC Taxes in California

Foreign LLCs operating in California will be assessed a minimum annual tax of $800, payable to the Franchise Tax Board. This amount will be owed every year and partial year until the LLC files a Certificate of Cancellation. The exception is if the portion of the taxable year was fewer than 15 days and no business was conducted during that time period. The Corporation Tax Law indicates the amount an LLC is taxed on its California-based income. A nonprofit LLC is also subject to these tax laws unless it has applied for and been granted tax-exempt status. This request should be filed with the articles of incorporation by using Form FTB 3500 along with other supporting documentation.

Ongoing Compliance and Reporting Obligations

Filing Form LLC-5 is only the first step toward maintaining legal status in California. Once registered, your LLC must meet ongoing obligations to stay compliant:

  • Annual Franchise Tax:
    Every LLC doing business in California must pay a minimum $800 annual tax to the FTB. This applies even if the LLC operates at a loss or does not earn income in the state.
  • Additional LLC Fee Based on Income:
    If your LLC earns over $250,000 from California sources, you must pay an additional annual fee based on gross receipts.
  • Statement of Information:
    Within 90 days of registering your LLC-5, you must file a Statement of Information (Form LLC-12). This must then be updated every two years.
  • Registered Agent Updates:
    If your registered agent’s name or address changes, you must file an amendment promptly to keep state records accurate.
  • Tax and Licensing Compliance:
    Ensure all applicable local business licenses, seller’s permits, and employment registrations are current. Non-compliance can lead to fines or loss of good standing.

Where Can I File my Application?

The mailing address for your application along with your check or money order is the following:

Secretary of StateBusiness EntitiesP.O. Box 944228Sacramento, CA 94244-2280

You can also deliver your application in person at 1500 11th St., 3rd Floor, Sacramento, CA 95814.

Legal Considerations for Foreign LLCs in California

Once your Form LLC-5 is approved and you receive your Certificate of Authority, your LLC becomes subject to California’s laws governing foreign entities. Some important legal considerations include:

  • Jurisdiction and Lawsuits:
    Registering through Form LLC-5 allows California courts to exercise jurisdiction over your company. This means your LLC can be sued in California courts for activities conducted within the state.
  • Operating Agreements:
    Your existing operating agreement should be reviewed to ensure it aligns with California’s Corporations Code. For instance, certain member rights and fiduciary duties may differ from your home state’s requirements.
  • Real Estate or Professional Activities:
    Foreign LLCs engaging in real estate investment or other regulated industries must confirm that they meet all California licensing laws and local ordinances.
  • Tax Nexus:
    Even minimal business activity, such as maintaining an office or employing staff, can create tax nexus—triggering California income tax obligations.

Frequently Asked Questions

  1. Who needs to file Form LLC-5?
    Any foreign LLC—that is, an LLC formed outside California—that wants to conduct business within the state must file Form LLC-5 with the Secretary of State.
  2. Can I file Form LLC-5 online?
    Yes. You can file Form LLC-5 electronically through the California Secretary of State’s bizfile Online portal or by mailing the form to Sacramento.
  3. How long does LLC-5 approval take?
    Processing typically takes 10–15 business days, but expedited options are available for an additional fee.
  4. Do I need to pay the $800 annual tax if my LLC has no income?
    Yes. The minimum annual tax applies to all LLCs operating in California, even if they generate no income.
  5. What happens if my LLC fails to maintain compliance?
    If you fail to file reports or pay required taxes, your foreign LLC may be suspended or forfeited, preventing it from legally conducting business in California.

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