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The California LLC-1 is used to file the Articles of Organization with the California Secretary of State when establishing an LLC domestic to California.
We do not commonly deal with the LLC-1 filing very often, since domestic California LLCs aren't terribly popular due to the fact that California's corporate laws rank amongst the worst in the U.S.
The California LLC-5 is the Application to Register a Foreign Limited Liability Company with the California Secretary of State.
Since we predominantly form Delaware LLCs whose owners are applying to do business in the state of California as foreign LLCs, let’s fully examine this scenario.
The LLC-5 is what gets filed with the California Secretary of State when you want to do business in California with a Delaware (or any other out-of-state and thereby foreign) LLC. A Delaware LLC, for example, is domestic to Delaware, i.e., its state of incorporation, but foreign to all other states and jurisdictions.
There tends to be a lot of confusion as to what is considered actually "doing business" in a particular state. Traditionally, a tax professional, an attorney, or your bank can help you make that determination; however, most states often use the following criteria:
Typically, if your company is planning to do all or any of the above in California, Foreign Qualification in California would be the next step. The filing itself is pretty straightforward.
The LLC-5 filing requires the following:
When filing the LLC-5 with the California Secretary of State, a Certificate of Good Standing (knowns as a Certificate of Existence in some states) from Delaware (or other state of incorporation) will need to accompany the application.
If we file the Foreign Qualification for your LLC, we will use a walk-in service so the application is hand-delivered and the counter fee is paid, both of which help speed up the process.
Generally, California’s approval time is between 10 - 15 business days, but it can be expedited if necessary. Once the filing is approved, California will issue your company a Certificate of Authority, which grants you the right to operate your Delaware LLC in California.
The California LLC-12 basically reiterates everything that was originally filed via the LLC-1 or the LLC-5, plus a few extra pieces of information. The LLC-12, also known as the Statement of Information, should be filed for the first time within 90 days of the initial registration, and then every year thereafter, due by the end of your company’s anniversary month.
Once an LLC is registered in the state of California, either as a foreign LLC or a domestic California LLC, it will then be responsible for a minimum of $800 per year for the California Franchise Tax.
If you have any questions about your Delaware LLC doing business in California, please feel free to call us at 1-800-345-2677. You can contact me directly at 302-644-6265 or via email.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
There is 1 comment left for What to Know about California’s LLC FormsILD & C Inc Pres. Bertram Zottl said: Wednesday, May 31, 2017
I have a Delaware registered Company ILD & C Inc. = regular company and I wish to get it also registered as a Delaware registered Company in CA for doing biz there. What do I have to do?HBS Staff replied: Thursday, June 1, 2017
The foreign qualification process enables a company to transact business in a jurisdiction other than where it was formed. By failing to comply with local compliance issues, you may be putting the protection of your company at risk.
Since each state has its own requirements, let us help you with your foreign qualification. We have experienced filing specialists that will obtain all the required documents and prepare and file the specific forms for California in a timely manner. The cost, including all state and filing fees, will be $522 for the CA Foreign Qualification and the first year of Registered Agent service in CA. Would you like a phone call to proceed? You can call me at 1-8000-345-2677, Ext. 6130.
For further information on the Foreign Qualification please visit