LLC-5 (California Foreign LLC: What, Why, When and How)

What is Form LLC-5?

What are the key elements you should know about it?

How do you register a foreign LLC in California?

Keep reading as we have gathered exactly the information that you need!

Let’s dive into the LLC forms, documents, and state filings!

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Let’s get started!

What Is LLC-5

LLC-5 (or Form LLC-5) refers to a form used to register an existing limited liability company with the Secretary of State in the State of California.

In other words, you already have an LLC formed and organized under the laws of another state and you are looking to register this LLC in California as a foreign LLC.

The form is called “Application to Register a Foreign Limited Liability Company (LLC)”.

If you are going to conduct business in California as a limited liability company, you must register with the California Department of State.

This is a mandatory requirement for all LLCs no matter if they are domestically formed or organized outside of California.

The process of obtaining the right to do business in California is generally called the “qualification” process or “foreign qualification”.

To “qualify” an out-of-state LLC to transact business in California, you need to register your LLC with the State of California.

That’s where you’ll need to use the LLC-5 application to get your LLC qualification.

How to complete Form LLC-5

How do you complete the LLC 5 California?

Here is how you can process and complete the LLC 5 form, step by step:

• Step 1: Locate the LLC 5 form on the California Secretary of State (eForms)
• Step 2: Enter the name of your LLC 
• Step 3: Provide any alternative names your LLC may be using
• Step 4: Provide your LLC registry history in the foreign state (LLC formation date and jurisdiction)
• Step 5: Indicate your LLCs business address
• Step 6: Identify the individual or corporation acting as the LLC registered agent for service of process 
• Step 7: Sign the form (electronic and digital signatures are not accepted, make sure you have a wet signature)
• Step 8: Scan and save your CA LLC-5 form
• Step 9: Upload the scanned PDF through eForms online
• Step 10: You’ll need to pay a filing fee of $70 

For any legal or accounting questions relating to your LLC 5, be sure to speak with a qualified attorney, accountant, or tax advisor.

What you need for foreign LLC registration 

What are the requirements to register a foreign LLC in California?

Overall, there are a few basic steps to accomplish to qualify your LLC:

• Get a certificate of good standing from the state where your LLC was originally organized or formed
• Make sure that your LLC name complies with the California laws
• Complete your LLC 5
• Submit your LLC-5 Application along with your letter of good standing and filing fees
• File your Statement of Information 

LLC-5 filing fees and franchise tax 

How much are the LLC5 filing fees?

The filing fees for Form LLC 5 are $70.

In addition to that, you may need to pay an additional non-refundable fee of $15 to have the application processed at the counter if you do a drop-off.

In addition to the LLC5 filing fees, you must keep the California Franchise Tax requirement in mind. 

Essentially, foreign LLCs operating their business in California will be required to pay a minimum annual Franchise Tax of $800 to the California Franchise Tax Board.

LLC-5 Processing delays

Once you’ve completed the form, you must make sure that you submit a complete application that includes:

• Your California LLC-5 
• A certificate of good standing issued from the foreign state where your LLC was originally formed 
• Payment of your $70 filing fees
• Payment of $15 service fee if you are dropping off your application at the counter 

If your application is complete, the standard processing delay for the LLC5 form is approximately 10 to 15 business days.

The State of California provides the following processing services as well:

• Counter drop off services for a non-refundable fee of $15.00 at the Sacramento office 
• Guaranteed expedite drop off for urgent submissions and document processing through Preclearance and Expedited Filing Services (California Form LLC 5 processing options)

If you are submitting your application online, then you’ll use the eForms platform to do so.

If you are going to mail your application along with your check or money order for the filing fees, the contract address is:

In-person: 

By mail:

What happens after the LLC 5 approval 

Once your LLC 5 California is approved, you will receive a Certificate of Registration from the state formally acknowledging that your LLC is registered in California and is authorized to do business in the state.

Once your LLC 5 is approved, you must then submit a State of Information (Form LLC-12) with the state.

The Statement of Information must be filed within 90 days from the filing of your LLC 5 and then every two years after that.

LLC-5 restrictions

Are there any LLC 5 California restrictions?

A foreign limited liability company that provides professional services to its clients cannot register itself as a foreign LLC in California.

When registering a foreign limited liability company in California, you must ensure that you comply with the California state laws in that regard.

LLC entities providing professional services requiring California state certification should consult a business lawyer or attorney to understand the requirements applicable to them.

In California, professional services are defined as a service that may be lawfully rendered upon issuance of a license, certification, or registration authorized by the Business and Professions Code, Chiropractic Act, Osteopathic Act, and Yacht and Ship Brokers Act.

To ensure you are taking the right steps to register your foreign LLC in California, you should reach out to the appropriate licensing authority to validate if the services are considered “professional services”.

Business license 

From a licensing point of view, you should contact the city or county where your LLC will conduct business to see if your LLC may need a business license.

The California Secretary of State does not issue licenses to LLCs.

You can also visit the CalGold website or that of the California Department of Consumer Affairs for more business licensing information.

LLC registration services 

In some cases, LLC members will consider the option of filing their own qualification documents with the state of California.

These guys and gals fall into the Do-it-Yourself or DIY category.

Handling the foreign registration yourself has some advantages:

• It will cost less
• You are directly involved in all the of steps in the process

However, there may also be some drawbacks:

• Loss of time to investigate and understand the process
• Risk of mistakes 
• Risk of filing an incomplete application
• Risk of losing some of the non-refundable fees due to errors

If you are looking for an alternative way of dealing with your foreign business registration, you can reach out to business filing service providers specialized in handling state filings, business registrations, and foreign qualifications.

For a small fee, the filing service company can:

• Provide you with the right documents
• Specify the exact registration requirements
• Support and guide you in the foreign LLC registration process 

They are not lawyers or a law firm but they are specialized in this service.

They understand the ins and outs of business filings along with the best practices.

As a third option, you can reach out to business lawyers, incorporation lawyers, or other specialized attorneys who can provide you legal advice along with the state filing and registration services.

This is more expensive and may be useful when there are strategic decisions that need to be made or there are complexities with your LLC that you’d like to discuss or elaborate on.

Takeaways 

How do you register a foreign LLC in California?

What information do you need to provide on an LLC-5?

Let’s look at a summary of our findings.

LLC-5:

Related terms 

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