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.

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.

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.

Where Can I File my Application?

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

Secretary of State
Business Entities
P.O. Box 944228
Sacramento, CA 94244-2280

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

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