How do I domesticate or register my out-of-state LLC to legally transact business in California?
To legally operate your out-of-state LLC in California, you must register it as a "foreign" LLC with the California Secretary of State by filing an Application for Registration. This process does not change your LLC's home state; it simply grants it the authority to transact business in California.
Here is how you register your foreign LLC:
Step 1: Obtain a Certificate of Good Standing
Contact the Secretary of State (or equivalent agency) in your LLC's home state and request a Certificate of Good Standing or Certificate of Existence. This certificate must have been issued within the last six months before you file your California application.
Step 2: Appoint a California Registered Agent
You must designate a registered agent for service of process with a physical street address in California. This can be an individual who is a California resident or a registered corporate agent service. A P.O. Box is not acceptable. This agent is responsible for receiving official legal and tax documents on behalf of your LLC.
Step 3: Complete the Application for Registration (Form LLC-5)
Download and fill out Form LLC-5, Application to Register a Foreign Limited Liability Company, from the California Secretary of State's website. You will need to provide your LLC's name, home state, and the name and address of your appointed California registered agent.
Step 4: File the Application and Pay Fees
Mail or hand-deliver the completed Form LLC-5 and the original Certificate of Good Standing to the Secretary of State's office in Sacramento. You must include the required filing fee, which is currently $70.
Important Considerations:
Once registered, you must file a Statement of Information (Form LLC-12) within 90 days and every two years thereafter. You are also required to pay California's annual minimum franchise tax of $800 to the Franchise Tax Board (FTB), plus any additional tax based on your California income.
Note: California Corporations Code Section 17708.08 imposes significant penalties for transacting business in California without registering. These include a monetary penalty and losing the right to file a lawsuit in California courts until you are properly registered.
This is general information and does not constitute legal advice. For complex situations, you should consult with a qualified California attorney to ensure full compliance with state law.
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Disclaimer:
This information is for general guidance only and should not be considered as legal advice. Please consult with a qualified attorney for specific legal matters.
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Updated: August 13, 2025
Business Law
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