In order to register as a Foreign LLC in the state of California, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.



If the date on your Good Standing Certificate is older than 6 months then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a California Foreign LLC.

You can use the same name in California that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your California Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the California Foreign LLC name that you choose must be distinguishable from the name of any other registered California LLC or other business entity and the name must also be different from any reserved names on record with the state of California.  Your California Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your California Foreign LLC name must not be a name that is likely to mislead the public.

The name of a California Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".

It's important to choose a good name for your California Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the California Secretary of State (and pay a fee).

In order to Qualify as a Foreign LLC in California you must file Registration Documents with the California Secretary of State.  In California the registration documents are named "Application to Register a Foreign Limited Liability Company".

The registration documents must include certain specific information about your California business.  If the LLC Registration Documents do not conform exactly to state of California Foreign LLC requirements they will be rejected. 

If you need to change any of the information on your registration documents after your California Foreign LLC has been approved, you may amend the registration documents for your California Foreign LLC but you will have to pay a fee to the state of California in order to make the changes official.

The California Corporate Income Tax Rate is 8.84%.  You may choose that your California Foreign LLC is to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 

You may choose to have your California Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any California Corporate Income Tax.

The state of California imposes two taxes on Corporations which do business in California - a Franchise tax and an Income Tax.

Both C Corporations and S Corporations are subject to a minimum California Corporate Franchise tax of $800.

The minimum California Corporate Franchise tax is due the first quarter of each accounting period and must be paid whether the California corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months.

The minimum California Corporate Franchise Tax is waived on newly formed or qualified corporations filing an initial return for their first taxable year.

If you form a Single Member California Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member California Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member California Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member California Foreign LLC will be taxed as a Partnership.

Note that forming a California Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A California Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your California Foreign LLC within California you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your California Foreign LLC vary depending on your business activities and the specific locations within the state of California in which you want to conduct business.

If your California Foreign LLC will be selling products in California you may be required to obtain a Reseller's Permit from the appropriate California state agency.  If your California Foreign LLC will be selling products in California you will also be responsible for all applicable local and state of California sales taxes if there are any.

The California Statement of Information includes basic information about your California Foreign LLC including information on your business location as well as the names of the Officers and Directors.

Failure to submit a properly completed California Statement of Information to the California Secretary of State on or before the due date may subject the California Foreign LLC to being administratively dissolved in the state of California or having its authority to transact business in the state of California revoked by the California Secretary of State.

Penalties may accrue if you fail to file any California Foreign LLC Statement of Information to the California Secretary of State by the due date.

Foreign LLCs that either do business in the state of California or that derive income from sources within the state of California are subject to California and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides California, you must allocate the amount of income derived from the state of California in order to determine your California state taxes.