An out-of-state LLC must register before transacting intrastate business in California, using LLC-5 ($70) and a current home-state Certificate of Good Standing. SOS qualification and FTB R&TC § 23101 nexus are separate. FTB’s published 2025 thresholds are $757,070 sales or $75,707 property/payroll, with alternative 25% tests; California commercial domicile or financial-gain activity can also trigger tax. Registered or doing-business default-taxed LLCs generally owe $800 via Form 3522.
Official source: California Secretary of State – official form (PDF)Official source: California Franchise Tax BoardOfficial source: California Secretary of StateOfficial source: California Franchise Tax BoardVerified against the California Secretary of State and FTB on Oct 21, 2026
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Start with the right question.
Register before intrastate business
Foreign means formed outside California. Review repeated and successive intrastate transactions; LLC-5 costs $70 and requires a current Certificate of Good Standing from the home state. Confirm certificate-age instructions in the current filing.
Official source: California Secretary of State – official form (PDF)Review tax nexus for the correct year
R&TC § 23101: published 2025 thresholds are California sales exceeding $757,070, California real/tangible property exceeding $75,707 or California payroll exceeding $75,707; each also has an alternative exceeding-25%-of-total test. California commercial domicile or financial-gain activity can independently trigger doing business. Confirm the applicable tax year; these are not verified 2026 thresholds.
Official source: California Franchise Tax BoardCalendar statements and taxes
Initial LLC-12 is $20 within 90 days; designate an eligible California agent. Default-taxed registered or doing-business foreign LLCs generally owe $800 annual tax via FTB Form 3522 and file Form 568. Residency alone is not a complete qualification or nexus determination.
Official source: California Franchise Tax BoardYour preparation checklist
- Confirm formation state and current status
- Describe actual California transactions and presence
- Review SOS intrastate-business rules with counsel
- Review FTB doing-business tests for the correct tax year
- Check registration, agent, statements and tax requirements
Foreign qualification decision tree
Foreign qualification decision tree
SOS qualification is distinct from the FTB tax test. California commercial domicile, sales, property, payroll and other facts can matter even if this branch does not identify a trigger. This is a review flag, not a binding qualification determination.
R&TC § 23101: published 2025 thresholds are California sales exceeding $757,070, California real/tangible property exceeding $75,707 or California payroll exceeding $75,707; each also has an alternative exceeding-25%-of-total test. California commercial domicile or financial-gain activity can independently trigger doing business. Confirm the applicable tax year; these are not verified 2026 thresholds.
LLC-5: $70 + current home-state Certificate of Good Standing. Initial LLC-12: $20 within 90 days; eligible California agent required. Default-taxed registered or doing-business LLCs generally pay $800 via FTB Form 3522 and file Form 568.
Review foreign LLC registration Official source: California Secretary of State – official form (PDF)Official source: California Franchise Tax BoardOfficial source: California Franchise Tax BoardKeep the requirements separate.
| Requirement | Verified detail / confirmation needed | Official authority |
|---|---|---|
| LLC-5 | $70 state fee + current home-state Certificate of Good Standing. | Official source: California Secretary of State – official form (PDF) |
| R&TC § 23101 / 2025 published factors | R&TC § 23101: published 2025 thresholds are California sales exceeding $757,070, California real/tangible property exceeding $75,707 or California payroll exceeding $75,707; each also has an alternative exceeding-25%-of-total test. California commercial domicile or financial-gain activity can independently trigger doing business. Confirm the applicable tax year; these are not verified 2026 thresholds. | Official source: California Franchise Tax Board |
| LLC-12 / agent | $20 within 90 days; eligible California agent required. | Official source: California Secretary of State |
| FTB Forms 3522 / 568 | $800 annual tax and LLC return under default LLC treatment, subject to applicable exceptions. | Official source: California Franchise Tax Board |
Carry the decision forward.
Corp USA is not a law firm and does not provide legal advice. State fees are pass-through. Service fees and taxes are separate. Review the order price before payment.
Before your next step
Not a complete test. Evaluate California commercial domicile, active financial-gain transactions, management facts and applicable-year sales, property and payroll factors independently of SOS qualification.
Official source: California Franchise Tax BoardNo. FTB labels these published amounts 2025. Confirm the applicable tax year and the alternative 25% tests before relying on them.
Official source: California Franchise Tax BoardDesignate an eligible California agent, file initial LLC-12 within 90 days for $20, and review annual tax and Form 568 obligations.
Official source: California Secretary of State