How to register a foreign LLC in California
A foreign LLC registers in California by filing Form LLC-5, Application to Register a Foreign Limited Liability Company, with the California Secretary of State — online through bizfile Online or on paper. It must include a certificate of good standing, existence or status from its home jurisdiction issued within the past six months, and name an agent for service of process in California.
Checked against the California Secretary of State, Business Programs Division and the statute, November 2026.
- Application
- Form LLC-5
- Home-state certificate
- Required, issued within six months
- California agent for service of process
- Required
- Filed with
- Secretary of State
How it works in California
- From the home stateCertificate of existence, issued within the past six months
- In CaliforniaA California agent for service of process
- The filingForm LLC-5
California Secretary of State, Business Programs Division
When does a foreign LLC have to register in California?
California requires registration before a foreign LLC transacts intrastate business: entering into repeated and successive transactions of business in the state, other than in interstate or foreign commerce (Corp. Code § 17708.03(a)).
The same section lists activities that do not count on their own — among them holding meetings of members or managers, keeping accounts at financial institutions, selling through independent contractors, taking orders that must be accepted outside California, and an isolated transaction completed within 180 days that is not one of a series.
Which form, and where is it filed?
Form LLC-5, Application to Register a Foreign Limited Liability Company. Online through bizfile Online, by mail or in person.
Form LLC-5 is filed with the Secretary of State’s Business Programs Division. The Secretary of State asks for online filing at bizfileOnline.sos.ca.gov for the fastest service; paper submissions go with the submission cover sheet to P.O. Box 944260, Sacramento, CA 94244-2600, or in person at 1500 11th Street, Sacramento. Submissions are reviewed in the order received, with online submissions given priority.
The application gives the principal office address — and the California principal office, if there is one — as street addresses, not P.O. boxes, and is signed under penalty of perjury by a person authorized to act for the LLC.
Does California need a certificate of good standing?
Required. The LLC delivers a certificate of existence, status or good standing, or a record of similar import, issued within the past six months, signed by the official who keeps its public records in its home jurisdiction (Corp. Code § 17708.02(b)). Form LLC-5 asks for the LLC’s name exactly as it appears on that certificate, and the jurisdiction must match it.
Does a foreign LLC need a California agent for service of process?
Required. California’s term is agent for service of process. Item 4 names either an individual, with a California street address and no P.O. box, or a registered corporate agent, which is named without an address. The agent must consent to serve (§ 17708.02(a)(4)). The application also appoints the Secretary of State as agent if the agent has resigned and not been replaced, or cannot be found or served with reasonable diligence.
What if the LLC’s name is taken in California?
If the LLC’s name does not comply with California’s name rules (Corp. Code § 17701.08) — for example, because it is not available — the LLC adopts an alternate name for California in item 1b. Under § 17708.05 it then transacts intrastate business in California under that alternate name, and adopting it this way does not require a separate fictitious business name filing.
Is it the same filing for a corporation?
No. Everything above is the rule for a foreign LLC. A foreign stock corporation does not file Form LLC-5: it files a Statement and Designation by Foreign Corporation (Form S&DC-S/N).
What does California expect after the LLC qualifies?
Qualifying is the start, not the end: the LLC now owes California the same kind of upkeep as a local company.
Statement of Information
Every foreign LLC registered in California files a Statement of Information (Form LLC-12) within 90 days after registering, and every two years after that during its filing period (Corp. Code § 17702.09).
Franchise Tax Board
Form LLC-5 itself notes that LLCs registered in California may have to pay an annual tax to the California Franchise Tax Board. That obligation sits with the Franchise Tax Board, not the Secretary of State.
Name changes
If the LLC changes its name or alternate name, it may not transact intrastate business under the new name until it files an amended application to register (§ 17708.05(b)).
What the Statement of Information asks for, when it is due and who files it: California Statement of Information. Every recurring California deadline, by entity type, is in the compliance calendar. LLCity files recurring state reports for you — see Run services.
What happens if a foreign LLC does business in California without registering?
An LLC transacting intrastate business without a certificate of registration cannot maintain an action or proceeding in California until it registers, although it can still defend one. Its members and managers do not become liable for its debts for that reason alone, and it is treated as having appointed the Secretary of State as its agent for service of process for claims arising from that business (Corp. Code § 17708.07).
Already doing business there? Tell us when the LLC started, and we will check what the Secretary of State will ask for before anything is filed.
Questions about foreign qualification in California
What form registers a foreign LLC in California?
Form LLC-5, Application to Register a Foreign Limited Liability Company, filed with the California Secretary of State online through bizfile Online or on paper.
How recent must the certificate of good standing be for California?
Issued within the past six months. California accepts a certificate of existence, status or good standing, or a record of similar import, from the official who keeps the LLC’s records in its home jurisdiction.
What is due after a foreign LLC registers in California?
A Statement of Information within 90 days after registering, then every two years. Form LLC-5 also notes that registered LLCs may owe an annual tax to the Franchise Tax Board.
What if my LLC’s name is not available in California?
It adopts an alternate name that complies with California’s rules, given in item 1b of Form LLC-5, and transacts intrastate business in California under that name.
Which California laws and pages is this based on?
California Corporations Code, Title 2.6, Article 8 (§§ 17708.01–17708.09)
Sources, checked November 2026:
- California Secretary of State— Form LLC-5, Application to Register a Foreign LLC
- California Secretary of State— Forms: Limited Liability Companies – Foreign
- California Secretary of State— Forms: Corporations – Foreign (S&DC-S/N)
- California Legislature— Corp. Code § 17708.02 (application; certificate within six months)
- California Legislature— Corp. Code § 17708.03 (transacting intrastate business)
- California Legislature— Corp. Code § 17708.05 (alternate name)
- California Legislature— Corp. Code § 17708.07 (transacting business without registration)
- California Legislature— Corp. Code § 17702.09 (Statement of Information)
Checked against the California Secretary of State, Business Programs Division and the statutes above · Last reviewed November 2026. No fees are shown: state fees are confirmed with you before anything is filed. Not legal advice: the filing office has the final word on your entity.
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