The short version
If your corporation or LLC was formed in another state but transacts business in California, the state generally expects you to register (often called foreign qualification), and registration requires a California agent for service of process.
Who can be the California registered agent for an out-of-state company?
California accepts an individual who lives in California and gives a physical California street address, or a corporation registered with the Secretary of State as a 1505 corporate agent. Corpgate, Inc. is a registered 1505 corporate agent, and many of our clients are out-of-state companies registered in California: $49 a year when you prepay three years ($147), or $79 a year. See plans.
When registration is required
California casts a wide net on "transacting intrastate business." Common triggers include an office, warehouse, or employees in California and repeated in-state transactions. Registration and taxes use different tests: the Franchise Tax Board's sales, property and payroll thresholds decide whether you owe California tax, not whether you must register with the Secretary of State, and a company can be caught by either test without the other. Whether your specific activity crosses the line is a legal and tax question worth an hour of professional advice; guessing wrong in either direction costs more.
What registering involves
- Register with the Secretary of State: filed online at bizfile Online, with a certificate of good standing from your home state
- Designate a California agent: an individual California resident or a registered 1505 corporate agent like Corpgate, Inc. A company that is your agent in another state can serve here only if it also holds a California section 1505 certificate
- Stay current afterward: file the Statement of Information on schedule and keep the agent designation continuously maintained
How to register, step by step
- 1. Line up your California agent first. The registration names your California agent for service of process, so sign up with the agent before you file. If you use a 1505 corporate agent such as Corpgate, Inc., you enter its name exactly as registered and leave the agent address blank.
- 2. Get a certificate of good standing from your home state. For an LLC, it must have been issued within the past six months. A corporation also needs a current certificate from its home state.
- 3. File the registration on bizfile Online. LLCs file Form LLC-5, the Application to Register a Foreign Limited Liability Company ($70). Corporations file the Statement and Designation by Foreign Corporation, Form S&DC-S/N ($100 for a stock corporation, $30 for a nonprofit corporation).
- 4. File your first Statement of Information within 90 days. After that, corporations file it every year and LLCs every two years. Our Statement of Information guide has the details.
- 5. Taxes are a separate question. Registering with the Secretary of State does not settle what you owe the Franchise Tax Board, which has its own rules, including an annual minimum franchise tax. Our guide site corpgate.biz explains who owes California's $800 tax and when it is due.
The cost of skipping it
An unregistered company doing California business faces penalties and back obligations, and there's a sharp procedural edge: it cannot bring a lawsuit in California courts on claims from its California business until it registers, though it can still defend a lawsuit brought against it. You can be sued here while being unable to sue back on those claims. An out-of-state corporation that transacts business here without registering can also face a penalty of $20 for each day.
Why out-of-state companies choose Corpgate, Inc.
- A stable California agent of record since 2008
- Documents scanned and emailed promptly wherever you are, with hard copies forwarded to a US address
- Flat pricing: $49/year with a 3-year plan (one $147 payment) or $79 year-to-year
- Email-first, owner-operated service that works across time zones
Serving out-of-state corporations and LLCs registering in California, and switchers from pricier agents: how to change your California agent.
Foreign qualification questions
What counts as "doing business" in California?
California interprets it broadly: repeated transactions in the state and employees or offices here can trigger it. The Franchise Tax Board's revenue, property and payroll thresholds are a separate tax test and do not by themselves decide whether you must register with the Secretary of State. The specifics matter, so this is a question for your attorney or tax professional; the practical point is that many out-of-state companies with real California activity need to register.
Does my out-of-state company need a California registered agent?
Yes. Registering to transact business in California requires designating and continuously maintaining an agent for service of process located in California, exactly like a domestic entity.
Can my home-state registered agent cover California?
Only if it also qualifies in California. California requires an agent for service of process who is either an individual California resident or a corporation that holds a California section 1505 certificate. A company that is your agent in Delaware or Nevada can serve in California only if it also holds that certificate; otherwise you need a California agent like Corpgate, Inc.
What happens if we do business in California without registering?
Consequences can include penalties, back fees and taxes, and the inability to bring a lawsuit in California courts on claims from its California business until the entity registers. An unregistered company can be sued in California and can still defend itself; it just can't bring those claims.
Is the process different for corporations and LLCs?
The forms differ but the shape is the same: register with the Secretary of State, designate a California agent, and keep a Statement of Information current going forward.
What form does an out-of-state LLC file in California?
Form LLC-5, the Application to Register a Foreign Limited Liability Company, filed online on bizfile Online. The state fee is $70, and the state asks for a certificate of good standing from the LLC's home state issued within the past six months. The form names the LLC's California agent for service of process.
How much does it cost to register an out-of-state company in California?
The Secretary of State's filing fee is $70 for an LLC (Form LLC-5) and $100 for a stock corporation ($30 for a nonprofit corporation) filing the Statement and Designation by Foreign Corporation. You also need a California agent for service of process: with Corpgate, Inc., that is $49 a year when you prepay three years ($147), or $79 a year. Franchise Tax Board taxes, including an annual minimum franchise tax, are separate.
Do owners who live outside the US need a California registered agent?
Yes. A corporation or LLC registered in California needs a California agent no matter where its owners live. Corpgate, Inc. serves companies whose owners live outside the US: documents are scanned and emailed, and hard copies are mailed to a US address only.
This guide is general information, not legal advice. Filing requirements and fees can change; verify current details at sos.ca.gov or with a licensed attorney.
Related pages: Registered agent for California LLCs · Registered agent for California corporations · California agent for service of process · How to change your registered agent
More guides: What does an agent do? · What does an agent cost? · What happens without one? · Statement of Information guide · The 1505 corporate agent · Statutory agent vs registered agent · How service of process works
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Checkout requires a US mailing address. Don't have one? Email support@corpgate.com and we'll set you up. After checkout, you get an email with simple instructions to name Corpgate, Inc. as your agent. Questions first? Call (888) 49-2-CORP or see how it works on our home page.