Instructions for Completing the
Application to Register a Foreign Limited Liability Company (Form LLC-5)
To qualify a limited liability company (LLC) from another state or country to transact intrastate business in California,
you must file an Application to Register a Foreign Limited Liability Company (Form LLC-5) with the California
Secretary of State.
Form LLC-5 is required along with a current (within 6 months) Certificate of Good Standing issued by the
agency where the foreign LLC is formed. The Certificate must certify that the LLC is in existence, in active status,
or in good standing.
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs and whether additional provisions for the LLC are needed.
Fees:
Filing Fee: The fee for filing an Application to Register a Foreign Limited Liability Company (Form LLC-5) is
$70.00.
Faster Service Fee:
- Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to
our Sacramento office.
- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in
person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee
provides priority service over documents submitted by mail. The drop off fee does not apply to mail
submissions. The special handling fee is not refundable whether the document is filed or rejected.
- Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information
about this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copi
es: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon
request and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed document,
include payment for copy fees and certification fees at the time the document is submitted. Additional copy fees are
$1.00 for the first page and $0.50 for each additional page. For certified copies, there is an additional $5.00
certification fee, per document.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash
by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card
(Visa or Mastercard®).
Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
If you ar
e not completing this form online, please type or legibly print in black or blue ink. Complete the
Application to Register a Foreign Limited Liability Company (Form LLC-5) as follows:
Item Instruction Tips
1a. Enter the name of the LLC exactly as it
is shown on the Certificate of Good
Standing from the foreign jurisdiction.
Enter the name currently used in the state, foreign country
or other place where the LLC is formed.
The name in I
tem 1a must match the name listed in the
Certificate of Good Standing that is required to accompany
your completed Form LLC-5.
There are legal limitations on what name can be used for the
LLC. For general LLC name requirements and restrictions
or for information on reserving an LLC name prior to
submitting Form LLC-5, go to
www.sos.ca.gov/busines
s/be/name-availability.
A name r
eservation is not required to submit Form LLC-5.
LLC-5 Instructions (REV 08/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
1b.
If the name of the LLC does not comply
with California Corporations Code section
17701.08; enter an alternate name to
be used in California exactly as it
is to appear on the records of the
California Secretary of State. See
Filing Tips.
California Corporations Code section 17701.08 requires:
- The LLC name must include: LLC, L.L.C., Limited
Liability Company, Limited Liability Co., Ltd. Liability
Company, or Ltd. Liability Co.
- The LLC name may not include: bank, trust, trustee,
incorporated, inc., corporation, or corp.
- The LLC name may not include: insurer, insurance
company, or any other words suggesting that the
limited liability company is in the business of issuing
policies of insurance and assuming insurance risks.
- The name is not likely to mislead the public and is
distinguishable from other LLC’s of record or reserved
with the California Secretary of State.
A preliminary search of LLC names already of record can be
made online through our Business Search at
BusinessSearch.sos.ca.gov. Please note: The Business
Search is only a preliminary search and not intended to
serve as a formal name availability search. For information
on checking or reserving a name, go to
www.sos.ca.gov/business/be/name-availability.
2a. Enter the date your LLC was formed
using the following format:
MM/DD/YYYY.
The date must match the formation date listed in the attached
Certificate of Good Standing, if specified in the Certificate.
2b. Enter the state, foreign
country or other
place of origin where the foreign LLC is
formed.
The jurisdiction must match the jurisdiction listed in the
attached Certificate of Good Standing.
2c. This statement is required. Do not alter.
3a.
Enter the complete street address, city,
state and zip code of the LLC’s Principal
Executive Office address.
The complete street address is required, including the
street name and number, city, state and zip code.
Address must be a physical address.
Do not enter a P.O. Box, an “in care of” address, or
abbreviate the name of the city.
3b.
Enter the complete street address, city,
state and zip code of the LLC’s Principal
Office in California, if any.
The complete street address is required, including the
street name and number, city and zip code.
Address must be a physical address in California.
Do not enter a P.O. Box, an “in care of” address, or
abbreviate the name of the city.
3c. If different from the address in Item 3a,
enter the mailing address of the LLC’s
Principal Executive Office.
This address will be used for mailing purposes and may be a
P.O. Box address or in care ofan individual or entity.
Do not abbreviate the name of the city.
LLC-5 Instructions (REV 08/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
4. The LLC
must have an Agent for
Service of Process.
There two types of Agents that can be
named:
an individual (e.g. member, manager,
or any other individual) who resides
in California with a physical California
address; OR
a registered corporate agent qualified
with the California Secretary of State.
An Agent for Service of Process is responsible for accepting
legal documents (e.g. service of process, lawsuits, other
types of legal notices, etc.) on behalf of the LLC.
You must provide information for either an individual OR a
registered corporate agent, not both.
If using a registered corporate agent, the corporation must
have a current agent registration certificate on file with the
California Secretary of State as required by Section 1505.
4a & b.
If Individual Agent:
Enter the name of the initial agent
for service of process and the
agent’s complete California street
address, city and zip code.
If an individual is designated as the
initial agent, complete Items 4a and
4b ONLY. Do not complete Item
4c.
The complete street address is required, including the
street name and number, city and zip code.
Do not enter a P.O. Box address, an “in care of” address, or
abbreviate the name of the city.
Many times, a small LLC will designate a member or
manager as the agent for service of process.
The individual agent should be aware that the name and the
physical street address of the agent for service of process is
a public record, open to all (as are all the addresses of the
LLC provided in filings.)
4c. If Registered Corporate Agent:
Enter the name of the initial
registered corporate agent exactly
as registered in California.
If a registered corporate agent is
designated as the initial agent,
complete Item 4c ONLY. Do not
complete Items 4a and 4b.
Before a corporation is designated as agent for the LLC, that
corporation must have a current agent registration certificate
on file with the California Secretary of State as required by
Section 1505
stating the address(es) of the registered
corporate agent and the authorized employees that will
accept service of process of legal documents and notices on
behalf of the LLC.
Advanced approval must be obtained from a registered
corporate agent prior to designating that corporation as your
agent for service of process.
No California or foreign corporation may register as a
California corporate agent unless the corporation currently is
authorized to engage in business in California and is in good
standing on the records of the California Secretary of State.
Provide your Registered Corporate Agent’s exact name as
registered with the California Secretary of State. To confirm
that you are providing the exact name of the Registered
Corporate Agent, go to
https://businessfilings.sos.ca.gov/frmlist1505s.asp.
5. Form LLC-5 must be signed by a person
with authority to sign according to the
laws of the state, foreign country or
other place where the LLC is formed.
If you need more space for signatures:
- Place the additional signatures on only one side of a
standard letter-
sized piece of paper (8 1/2" x 11")
clearly marked as an attachment to Form LLC-5 and
attach the extra page(s) to the completed Form LLC-5.
- All attachments are part of this document.
Multiple Form LLC-5s with different signatures will be
returned without being fileduse only one form.
Do not include the title of the person signing.
LLC-5 Instructions (REV 08/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, complete the Mail Submission Cover Sheet. For the Return
Address: enter the name of a designated person and/or company and the corresponding mailing address. Please
note the Mail Submission Cover Sheet will be treated as correspondence and will not be made part of the filed
document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State,
Business Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop
off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the
Sacramento office.
Legal A
uthority: General statutory filing provisions are found in Sections 17708.02. All statutory references are to
the California Corporations Code, unless otherwise stated.
Statement of Information: A Statement of Information must be filed with the California Secretary of State within 90
days after filing the Application to Register a Foreign LLC and every two years thereafter during the applicable filing
period (Section 17702.09). A Statement of Information can be filed online at llcbizfile.sos.ca.gov/SI or by submitting
Form LLC-12.
Minimum Tax Requirement: Registered LLCs in California may need to pay a minimum tax of $800 to the California
Franchise Tax Board each year. (California Revenue and Taxation Code section 17941.) For more information, please
refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication
1060) at https://www.ftb.ca.gov/forms/misc/1060.html.
Profe
ssional Services: A foreign limited liability company that provides professional services cannot register in
California. (Section 17701.04.) Professional services are defined as any type of professional services that may be
lawfully rendered pursuant to a license, certification, or registration authorized by the Business and Professions Code,
the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act. (Sections 13401(a) and 13401.3.) If your
business is required to be licensed, certified or registered, before submitting Form LLC-5 to the California Secretary of
State's office, it is recommended that you contact the appropriate licensing authority in order to determine whether
your services are considered professional. For licensing requirements in California, please refer to the
CalGold website at http://www.calgold.ca.gov or the California
Department of Consumer Affairs website
at http://www.dca.ca.gov.
Additional Resources: For a list of other agencies you may need to contact to ensure proper compliance, go
to www.sos.ca.gov/business/be/resources. Note: The California Secretary of
State does not license LLC’s. For
licensing requirements, please contact the city and/or county where the principal place of business is located and/
or the state agency with jurisdiction over the activities of the LLC.
LLC-5 Instructions (REV 08/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
Make all checks or money orders payable to the Secretary of State.
Do not include a $15 counter fee when submitting documents by mail.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
Optional Co
py and Certification Fees:
If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person: (Please type or print legibly)
First Name:
__________________________________________________ Last Name: _______________________________________________
Phone (optional): ______________________________________________
Entity Information: (Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number (if applicable): _____________________________________
Comments: _____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Address:
City/State/Zip:
Secretary of State Use Only
T/TR:
AMT REC’D: $
Doc Submission Cover - OBE (Rev. 09/2016)
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Secretary of State
LLC-5
This Space For Office Use Only
Application to Register a Foreign Limited
Liability Company (LLC)
IMPORTANTRead Instructions before completing this form.
Must be submitted with a current Certificate of Good Standing issued by the
government agency where the LLC was formed. See Instructions.
Filing Fee $70.00
Copy Fees First page $1.00; each attachment page $0.50;
Certification Fee - $5.00
Note: Registered LLCs in California may have to pay minimum $800 tax to the
California Franchise Tax Board each year. For more information, go
to https://www.ftb.ca.gov.
1a. LLC Name (Enter the exact name of the LLC as listed on your attached Certificate of Good Standing.)
1b. California Alternate Name, If Required
(See InstructionsOnly enter an alternate name if the LLC name in 1a not available in California.)
2. LLC History (See InstructionsEnsure that the formation date and jurisdiction match the attached Certificate of Good Standing.)
a. Date LLC was formed in home jurisdiction (MM/DD/YYYY)
/ /
b. Jurisdiction
(State, foreign country or place where this LLC is formed.)
c. Authority Statement (Do not alter Authority Statement)
This LLC currently has powers and privileges to conduct business in the state, foreign country or place entered in Item 2b.
3. Business Addresses (Enter the complete business addresses. Items 3a and 3b cannot be a P.O. Box or “in care of” an individual or entity.)
a. Street Address of Principal Executive Office - Do not enter a P.O. Box
City (no abbreviations) State Zip Code
b. Street Address of Principal Office in California, if any - Do not enter a P.O. Box
City (no abbreviations) State
CA
Zip Code
c. Mailing Address of Principal Executive Office, if different than item 3a
City (no abbreviations) State Zip Code
4. Service of Process (Must provide either Individual OR Corporation.)
INDIVIDUALComplete Items 4a and 4b only. Must include agent’s full name and California street address.
a. California Agent's First Name (if agent is not a corporation)
Middle Name Last Name Suffix
b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box
City (no abbreviations) State
CA
Zip Code
CORPORATIONComplete Item 4c only. Only include the name of the registered agent Corporation.
c. California Registered Corporate Agent’s Name (if agent is a corporation) Do not complete Item 4a or 4b
5. Read and Sign Below (See Instructions. Title not required.)
By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized to sign
on behalf of the foreign LLC.
__________________________________________________________ ____________________________________________________
Type or Print NameSignature
LLC-5 (REV 08/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
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