Fill - Free fillable Form LLC-5 Application to Register Foreign Limited Liability Company PDF form

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 of” an 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 filed – use 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)

Clear Form

Print Form

Secretary of State

LLC-5

This Space For Office Use Only

Application to Register a Foreign Limited

Liability Company (LLC)

IMPORTANT — Read 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 Instructions – Only enter an alternate name if the LLC name in 1a not available in California.)

2. LLC History (See Instructions – Ensure 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

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.)

INDIVIDUAL – Complete 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

Zip Code

CORPORATION – Complete 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.

__________________________________________________________ ____________________________________________________

Fill Online, Printable, Fillable, Blank Form LLC-5 Application to Register Foreign Limited Liability Company Form

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Fillable Form LLC-5 Application to Register Foreign Limited Liability Company

Fill Online, Printable, Fillable, Blank Form LLC-5 Application to Register Foreign Limited Liability Company Form

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