Foreign LLCCA

California Foreign LLC Registration 2026: $70 Form LLC-5 Filing

Last updated: June 26, 2026

9 min read2,100 words

CPA · Small Business Compliance Specialist

Quick Answer

Registering a foreign LLC in California costs $70 to file Form LLC-5 (Application to Register a Foreign LLC) with the Secretary of State, plus a current home-state Certificate of Good Standing and a California agent for service of process. You then file an initial Statement of Information (Form LLC-12) within 90 days for $20. California's $800 annual franchise tax applies to foreign LLCs the same as domestic LLCs, and it is due in your first taxable year — the AB 85 first-year waiver expired for LLCs registered after December 31, 2023, so it no longer applies to a 2026 registration.

Key Takeaways

Registration fee is $70 to file Form LLC-5 (Application to Register a Foreign LLC)
You must attach a current Certificate of Good Standing from your home state
$800 annual franchise tax applies in your first taxable year (no first-year waiver after 2023)
Initial Statement of Information (Form LLC-12) is due within 90 days, then biennially ($20)
Must designate a California agent for service of process
Additional income-based LLC fee if CA-source income reaches $250,000

Item	Cost/Details	Notes
Form LLC-5 (Application to Register)	$70	One-time registration fee
Statement of Information (LLC-12)	$20	Initial due within 90 days
Franchise Tax (annual)	$800	Due in first taxable year (no waiver after 2023)
Certificate of Good Standing	$5-$50	From home state
Agent Service (optional)	$50-$200/year	If using professional service
LLC Fee (if >$250K income)	$900-$11,790	In addition to franchise tax

When Foreign LLC Registration Is Required

A "foreign LLC" is any LLC formed outside California that wants to do business in the state. Before transacting business in California, you must register with the California Secretary of State by filing Form LLC-5. For a broader overview of compliance in the state, see our California LLC compliance hub.

Activities That Require Registration

Physical presence: Maintaining an office, warehouse, or store in California
Employees: Having employees working in California
Property: Owning or leasing property used in business (not just investment)
Regular business: Repeatedly conducting business activities in CA
Contracts: Regularly entering into contracts to be performed in CA

Activities That Don't Require Registration

Maintaining bank accounts in California
Isolated transactions not in the course of repeated similar transactions
Selling through independent contractors
Soliciting orders accepted outside California
Holding meetings of members or managers in CA
Passive investment in California real property

E-commerce Sellers: Simply selling products online to California customers typically doesn't require registration. However, if you have inventory in CA (like at an Amazon warehouse), employees, or significant physical operations, registration is likely required.

Complete Cost Breakdown

Registration Costs

Item	Cost	When Due
Application to Register	$70	At registration
Certificate of Good Standing	$5-$50	From home state
Statement of Information	$20	Within 90 days
Total First-Year (registration)	~$100-$140

Ongoing Annual Costs

Item	Cost
Franchise Tax (Year 2+)	$800
Statement of Information (biennial)	$20 every 2 years
LLC Fee (if income over $250K)	$900-$11,790
Minimum Annual (Year 2+)	$800+

Important: California's $800 annual franchise tax applies whether your LLC makes money in California or not. This makes California one of the most expensive states for maintaining a foreign LLC registration.

Step-by-Step Registration Process

Step 1: Check Name Availability

Search the California Secretary of State business database to ensure your LLC name is available. If your name is taken:

You can register under an "assumed name" (DBA) in California
Add distinguishing words to your name
Check if the existing entity is still active

Step 2: Obtain Certificate of Good Standing

California requires a valid, current Certificate of Good Standing (or Certificate of Existence) issued by an authorized public official of the state where your LLC was formed. You must attach it to Form LLC-5.

Order from your home state's Secretary of State (or equivalent)
The certificate must be current; in practice it should be dated within the last six months of your California filing
Allow time for processing and shipping so the certificate is still current when you file

Step 3: Designate Agent for Service of Process

You must have a California agent before registering:

California resident individual, or
Professional registered agent service, or
Corporation registered as a 1505 agent for service of process in CA

For the full rules, see our California registered agent requirements 2026, or check whether you can serve as your own agent in Can I be my own registered agent in California?

Step 4: File Application to Register

File Form LLC-5 (Application to Register a Foreign LLC) online or by mail:

Online: Through bizfile.sos.ca.gov (fastest)
Mail: To California Secretary of State, P.O. Box 944228, Sacramento, CA 94244-2280
Fee: $70
Processing: 3-5 business days online, longer for mail

Step 5: File Statement of Information

Within 90 days of registration:

File Form LLC-12 (Statement of Information)
Pay the $20 filing fee
Include agent and member/manager information

Step 6: Register with Franchise Tax Board

File appropriate tax returns
Pay franchise tax when due
Make estimated payments if required

The $800 Franchise Tax (No First-Year Waiver)

Foreign LLCs registered in California owe the same $800 minimum annual franchise tax as domestic LLCs, and it applies in your first taxable year.

The First-Year Waiver Has Expired

Under Assembly Bill 85, California temporarily exempted the $800 tax for the first taxable year of LLCs that registered with the Secretary of State on or after January 1, 2021 and before January 1, 2024. That window has closed.

An LLC registering in 2026 does not qualify for the first-year waiver
You owe the full $800 in your first taxable year
The income-based LLC fee (below) is separate from and on top of the $800 tax

When the First $800 Is Due

Your first-year annual tax is due on the 15th day of the 4th month after you register with the Secretary of State, paid using FTB Form 3522 (LLC Tax Voucher). In later years, the $800 is due by the 15th day of the 4th month of the taxable year (April 15 for calendar-year LLCs).

For example, if you register your foreign LLC on June 1, 2026:

2026 (Year 1): $800 franchise tax due by September 15, 2026
2027 and beyond: $800 due by April 15 each year (calendar-year LLC)

Plan for it: Older guides still describe a "first-year exemption." That waiver ended for entities registered after December 31, 2023, so budget for the $800 in your very first year. For the full tax picture, see our California LLC taxes & fees 2026 guide.

Ongoing Compliance Requirements

Statement of Information

Frequency: Every two years
Fee: $20
Late penalty: $250
Purpose: Update agent and member/manager information

Franchise Tax

Amount: $800 minimum annually
Due: 15th day of 4th month (April 15 for calendar year)
Applies even with: Zero income, inactive status

LLC Fee (High-Income LLCs)

If your California-source income exceeds $250,000:

CA-Source Income	Additional LLC Fee
$250,000 - $499,999	$900
$500,000 - $999,999	$2,500
$1,000,000 - $4,999,999	$6,000
$5,000,000+	$11,790

Maintain Agent for Service of Process

You must continuously maintain a California agent. Update agent information via the Statement of Information if changes occur.

Consequences of Not Registering

Operating in California without proper registration has serious consequences:

Legal Consequences

Cannot sue in CA courts: You cannot bring lawsuits to enforce contracts
Contracts still enforceable against you: Others can still sue you
Penalties: Civil penalties for transacting business without registration

Tax Consequences

Back taxes: California may assess franchise tax for prior years
Penalties and interest: On unpaid taxes
FTB collections: The Franchise Tax Board can pursue collection

Warning: California actively pursues businesses transacting in the state without registration. The cost of back taxes, penalties, and interest often far exceeds the cost of proper registration.

Frequently Asked Questions

How much does it cost to register a foreign LLC in California?

The filing fee for Form LLC-5 (Application to Register a Foreign LLC) is $70. First-year costs also include a home-state Certificate of Good Standing, the $20 initial Statement of Information, any registered agent fees, and the $800 franchise tax (due in your first taxable year). If you have significant CA-source income, you may also owe the income-based LLC fee.

Do foreign LLCs have to pay California's $800 franchise tax?

Yes. Foreign LLCs registered in California pay the same $800 annual franchise tax as domestic LLCs, and it applies in your first taxable year. The AB 85 first-year waiver that exempted the $800 only covered LLCs registered between January 1, 2021 and December 31, 2023, so a 2026 registration owes the full $800.

Is there a first-year exemption from the $800 tax for foreign LLCs?

Not anymore. The AB 85 first-year franchise tax exemption expired for entities registered after December 31, 2023. A foreign LLC registering in California in 2026 owes the $800 annual tax in its first taxable year, due by the 15th day of the 4th month after you register with the Secretary of State (paid with FTB Form 3522).

What triggers the requirement to register in California?

You must register if you're 'transacting business' in California, which includes having employees, an office, or property in CA; regularly conducting business meetings in CA; or entering into contracts to be performed in CA. Simply having CA customers or making sales into CA typically doesn't require registration.

Can I use my Delaware LLC and register it in California?

Yes, many businesses form LLCs in Delaware then register as foreign LLCs in California. However, you'll have compliance in both states - Delaware's $300 annual franchise tax plus California's $800, plus filings in both. Evaluate if this dual structure is worthwhile for your situation.

When is the Statement of Information due for foreign LLCs?

The initial Statement of Information is due within 90 days of registering. After that, it's due every two years. The fee is $20. Missing this deadline results in a $250 penalty.

Official Source

For the most up-to-date information, always verify requirements with the official California Secretary of State website:

https://www.sos.ca.gov/business-programs

Important Disclaimer

This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.

Complete California LLC Compliance Guide

View all California LLC requirements, fees, and deadlines in one place.

View CA State Guide

Or compare California to every state on the annual report deadlines hub.

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