California secretary of state foreign entity registration

Step 1: Name

Step 2: Registration

Last updated July 12, 2022

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Choosing the legal structure that best suits your business type is a top priority. This decision impacts how much you pay in taxes and your personal liability (i.e. who is legally responsible for debts). This choice must be made prior to registering your business and sometimes even choosing a name.

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All businesses – even small ones – that operate in San Francisco must register with the City. You may also need to register or incorporate through the State first, depending on your chosen business structure. This is not a substitute for legal or professional advice.

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Most businesses must register with the US Internal Revenue Service (IRS) to obtain an Employer Identification Number (EIN). If you are not a US citizen, you may need an Individual Taxpayer Identification Number (ITIN) instead.

This is not a substitute for legal or professional advice.

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California secretary of state LLC forms includes the Name Reservation Request Form, the Articles of Organization or Form LLC-1, Form LLC-5 for foreign LLCs, Form LLC-12 or Statements of Information form, and Business Entities Records Request Form. 3 min read

1. Name Reservation Request Form
2. Form LLC-1 and LLC-5
3. Statement of Information, Form LLC-12
4. Business Entities Records Request Form
5. Articles of Dissolution
6. Forms Filed to Other Authorities

Updated October 29, 2020: 

California secretary of state LLC forms includes the Name Reservation Request Form, the Articles of Organization or Form LLC-1, Form LLC-5 for foreign LLCs, Form LLC-12 or Statements of Information form, and Business Entities Records Request Form. It is important to file forms for maintenance of an LLC on time to avoid fines, loss of liability protection, and even dissolution. Filing most forms to the secretary of state can done online, in person, or by postal mail.

Name Reservation Request Form

One of the first steps in creating an LLC is getting a name for it. The name must meet the requirements set by the California Secretary of State. Find out if the name is available by searching on the website of the California Secretary of State. Then you can reserve the name for 60 days using the Name Reservation Request form. The filing fee for this form is $10.

Form LLC-1 and LLC-5

Registration of an LLC is completed by filing the Articles of Organization using Form LLC-1. The Articles of Organization must provide the secretary of state with the following info:

• The name of the LLC.
• The purpose of the LLC.
• Whether the LLC will be manager-managed or member-managed.
• The LLC's address.
• The name and address of the LLC's registered agent.

Filing both Form LLC-1 and Form LLC-5, which is for registration of foreign LLCs, costs $70.  

Statement of Information, Form LLC-12

All newly formed LLCs are required to file an initial Statement of Information using Form LLC-12. The filing must be done within 90 days of forming the LLC and every two years thereafter. The form is used whenever any information has changed since the previous filing. If no info has changed since the last filing, the LLC files using LLC-12NC form. These forms are submitted to the secretary of state's office and is submitted along with a filing fee of $20. The form should list the following details about the LLC:

• The LLC's name.
• The LLC's filing number.
• The name and address of the LLC's registered agent.
• The address of the LLC's principal executive office.
• The name and address of the LLC's manager(s) and member(s).
• The LLCs email address if any.
• The LLC's principal business activity.

Business Entities Records Request Form

You might need to get a Certificate of Status from time to time. The certificate confirms that your LLC is in good standing with the state. Examples of situations that might require you to get the certificate are:

• Getting a bank loan.
• Registering your LLC in another state.
• Getting and renewing certain business permits or licenses.

To request for a Certificate of Status in California, you need to file the Business Entities Records Request Form.

Articles of Dissolution

Dissolve your LLC promptly if you no longer wish to carry on with business in California. This will help your LLC to avoid accumulating taxes and legal problems. The LLC is dissolved by closing the company's business tax accounts and then filing the Articles of Dissolution with the California secretary of state.

The California secretary of state's office is not the only authority you will deal with when forming or maintaining your LLC. Other forms the LLC might need to file include:

• IRS Forms: You may need an Employer Identification Number (EIN) to file federal taxes. The EIN can be obtained for free from the IRS. LLCs with more than one member must file the Partnership Return form, Form 1065 to report their incomes to the IRS every year.
• California Tax: LLCs that do business in California must register with the California Franchise Tax Board.
  You might also need to register with the State Board of Equalization to pay sales tax. All LLCs are required to file California Form 568, Limited Liability Company Return of Income form.
  If the company has employees, it must register for the California Employee Withholding Tax, Disability Insurance, and Unemployment Insurance Tax.
• Your business will also likely need to get a number of state and local government permits which vary depending on your location and type of business. You can find more info about permits from your local Chamber of Commerce.

If you need help with filing LLC forms with the California secretary of state, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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