Form a Foreign LLC in California – Application to Register a Foreign Limited Liability Company (LLC-5)

The California Application to Register a Foreign Limited Liability Company (LLC-5) must be submitted to the California Secretary of State along with a Certificate of Good Standing (dated within six months of the application date) by the filing entity’s home jurisdiction. These two documents will act in conjuncture to form and register the foreign Limited Liability Company’s presence and operation in the State of California. The California Application to Register a Foreign Limited Liability Company will present such information as the Name or Assumed Name the foreign Limited Liability Company will be known as in this state, the foreign Limited Liability Company’s Addresses of note, and some basic History regarding the foreign Limited Liability Company applying to operate in the State of California.

The California Application to Register a Foreign Limited Liability Company carries a Filing or Application Fee of $70.00 which must be paid for with a check made out to the “Secretary of State.” In cases where expediting is wished, the applying foreign Limited Liability Company will need to file in person and pay an additional $15.00 handling charge. All applications received in person will be processed before those received by mail that day. Normally, this application process will take five to ten business days, however this will vary according to the California Secretary of State’s workload. You may find more information regarding when a received application is being reviewed here: http://www.sos.ca.gov/business-programs/business-entities/processing-times. You may mail the California Application to Register a Foreign Limited Liability Company (LLC-5) to: Secretary of State, Business Entities Filings, P.O. Box 944228, Sacramento, CA 94244-2280 or submit this paperwork and payment in person by bringing it to: Secretary of State, Sacramento Office, 1500 11th Street, Sacramento, CA 95814.

How To File

Download Form

Step 1 – You may download the California Application to Register a Foreign Limited Liability Company (LLC-5) by selecting the link “Download Form” or by clicking here: Form LLC-5. Once you have done this, use a PDF editor program to enter the information on screen or print the blank form then type in the information. This must be legible.

Step 2 – Locate Item 1. There will be two sections here. The first section, Item 1a, is mandatory. List the Full Name of the applying foreign Limited Liability Company precisely as it appears (including punctuation/capitalization/abbreviation) on the Certificate of Good Standing being submitted. If the Full Name of the applying foreign Limited Liability Company is unavailable or non-compliant with California Corporations Code section 17701, then an Assumed Name which the applying foreign Limited Liability Company agrees to be known as must be reported in Item 1b. It should be noted, that if an Assumed Name must be entered here, it must contain one of the following terms: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd Liability Co, etc. It may not contain words such as: bank, corporation, incorporated, insurer, insurance, trust or any term noting such professions. Additionally, this section will marry the True Full Name, listed on the Certificate of Existence, to the Assumed Name that will be used in the State of California.

Step 3 – Next, you will need to report a little history concerning the applying foreign Limited Liability Company in Item 2. There will be three sections involved. In Item 2a, enter the exact Date the applying foreign Limited Liability Company was formed in its jurisdiction on the blank line provided.

Step 4 – In Item 2b, document the State, Province, or Jurisdiction where the applying foreign Limited Liability Company was formed. Item 2c, will bind the applying foreign Limited Liability Company to verifying that as of the formation Date the applying entity is allowed to conduct business as a Limited Liability Company in the location listed in Item 2c.

Step 5 – The California Registered Agent who has consented to receive Service of Process documents on behalf of the applying foreign Limited Liability Company must be documented. If the California Registered Agent is an individual, then enter the Full Name of that individual on the first blank line (labeled “a”). You will then need to report the Physical Location (Building Number, Street, Unit, City, State, and Zip Code) of this individual in Item 3b. If the California Registered Agent is a corporation then, only list the Full Name of the California Corporate Registered Agent on the blank line in Item 3a and leave Item 3b blank.

Step 6 – Next, in Item 4, some Addresses documenting where the applying foreign Limited Liability Company is located and where it receives its mail. In Item 4a, list the complete address of the Physical Location of the foreign Limited Liability Company’s Principal Office on the blank line provided. Make sure to divide the information (Building Number, Street, Unit Number, City, State, Zip Code) in the corresponding labeled areas.

Step 7 – In Item 4b, list the Physical Location of the applying foreign Limited Liability Company’s California Principal Office on the blank line provided. The line will be divided into several segments labeled as “Street Address of Principal Office in California, if any – Do not list a P.O. Box,” “City (no abbreviations),” and “State,” and “Zip.” Make sure these are all filled in.

Step 8 – If the applying foreign Limited Liability Company’s Principal Office (listed in Item 4a) receives its mail at a separate address (such as a P.O. Box), then report this Mailing Address in Item 4c. If not, then leave Item 3c blank.

step 9 – Next, in the section labeled “Read and sign below,” an Authorized Representative of the applying foreign Limited Liability Company must Sign his or her Name on the line labeled “Sign here.” Then on the line labeled “Print your name here,” the Signature Party must Print his or her Full Name. If this party has an official Title with the applying foreign Limited Liability Company, this Title may be reported on the blank line labeled “Your business title.”

llc5-cert

 

Step 10 – Verify the information you have supplied, then organize the paperwork that must be submitted with the California Application to Register a Foreign Limited Liability Company. This paperwork must include a Certificate of Good Standing, or Certificate of Existence, that has been issued by the applying foreign Limited Liability Company’s parent state governing body and dated with six months of this application. An option provided by this application form will be the “Mail Submission Cover Sheet.” This is not mandatory and will only ask for the Name and Phone Number of a Contact Person, some Entity Information (Name, FEIN, Additional Comments), and a valid Return Address. This is provided in an effort to make the lines of communication easier between the applying foreign Limited Liability Company and the California Secretary of State in the event any complications arise during the application process.

llc5-mail

 

Step 11 – Next, you will need to make sure you have made arrangements for a payment. The Filing Fee for the California Application to Register a Foreign Limited Liability Company is $70.00. You will receive a filed copy of your documents upon completion. If you wish to receive more than one copy, the Copying Fee will be $1.00 for the first page plus $0.50 for each additional page after the first plus the Filing Fee. If you wish to have a Certified Copy returned to you, you must add an additional $5.00 for the Certification Fee. This is payable with a check made out to “Secretary of State.” If you choose to physically deliver this application, for faster service, then you must include a separate payment of $15.00 to cover the handling charge.

Step 12 – When you are ready, you may choose to either Mail or Drop Off your application package to the California Secretary of State.

Mail To:

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

Drop Off To:

Secretary of State
Sacramento Office
1500 11th Street
Sacramento, CA 95814

Step 13 – Next, you will need to download this form: LLC-12. Every foreign Limited Liability Company must file a California Statement of Information within 90 days of filing the California Application to Register a Foreign Limited Liability Company (LLC-5). This filing must occur every two years after the initial filing within a six month period (based the Filing Date). You may find more information here: http://www.sos.ca.gov/business-programs/business-entities/statements