Business formation
California Foreign LLC Registration
An LLC formed in Delaware, Wyoming, Nevada or another state must register with the California Secretary of State before transacting intrastate business here, using LLC-5 ($70 state fee). Packages are Starter $299, Pro $449 and Complete $749, each plus California state filing fee, shipping and applicable tax. Tax nexus under R&TC § 23101 is a separate test: FTB’s published 2025 thresholds are $757,070 California sales or $75,707 California property or payroll, with alternative 25% tests; California commercial domicile or financial-gain activity can also trigger obligations. Confirm the applicable tax year rather than treating 2025 amounts as 2026 figures.
Last reviewed: October 2026
Corp USA is not a law firm and does not provide legal advice.
- Verified Oct 2026 CA SOS & FTB Rules
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The requirements
What to know before you file
LLC-5 / $70 state fee
File the Application to Register a Foreign LLC with a current home-state Certificate of Good Standing. Confirm the certificate’s accepted age in the current filing instructions; do not assume an older six-month instruction still controls.
Official source: California Secretary of State – official form (PDF)R&TC § 23101 / separate tax nexus
For 2025, California sales exceeding $757,070, California property exceeding $75,707 or California payroll exceeding $75,707 trigger factor-presence tests. Each also has an alternative exceeding-25%-of-total test. California commercial domicile or financial-gain transactions can independently establish doing business. Management facts require review; these are not verified 2026 amounts.
Official source: California Franchise Tax BoardInitial LLC-12 and California agent
After registration, file LLC-12 within 90 days for $20 and designate an eligible California agent for service of process. Ongoing LLC statements are biennial.
Official source: California Secretary of StateFTB Form 3522 / Form 568
Registered or doing-business foreign LLCs with default LLC taxation generally owe $800 annual tax, paid using FTB Form 3522, and file Form 568. Corporate tax elections and statutory exceptions require separate review.
Official source: California Franchise Tax BoardThe answers that matter
Frequently asked questions
Resident ownership alone is not a complete nexus determination. Registration, California management or commercial domicile, financial-gain activity and applicable factor tests must be reviewed. A foreign LLC registered or doing business here generally owes the annual tax under default LLC treatment.
Official source: California Franchise Tax BoardThe completed Application to Register a Foreign LLC, a current home-state Certificate of Good Standing, California agent details and the $70 state filing fee. Check the current SOS filing instructions for all requirements.
Official source: California Secretary of State – official form (PDF)SOS qualification concerns transacting intrastate business. R&TC § 23101 tax nexus has separate activity, domicile and factor-presence tests; tax obligations may arise even when the qualification analysis differs.
Official source: California Franchise Tax BoardYour next chapter. In California.
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Corp USA is not a law firm and does not provide legal advice.