Information about registering foreign company in California

Foreign limited liability company

• A LIMITED LIABILITY COMPANY is a hybrid form of business entity combining some of the attributes of a corporation with the status of a partnership.

The name of the limited liability company

• For a Limited Liability Company, company names must end with the words "LLC" or "Limited Liability Company". Do not enter periods between the letters in "LLC". The words "Limited" and "Company" may be abbreviated to "Ltd." and "Co." respectively. The name cannot be the same as or deceptively similar to the corporate name of a domestic corporation or a foreign qualified corporation.

Limited liability companies are a relatively new form of business entity for the state. Formation and operation of such entities in California was authorized in 1994 through the Beverly-Killea Limited Liability Company Act. At this time professional limited liability companies are prohibited from forming or registering in California. The majority of limited liability company filings utilize forms prescribed by the Secretary of State, which were developed to simplify filing procedures. The prescribed forms provide for the statutory minimum requirements under the Beverly-Killea Act.

• Articles of Organization containing the following information :
• • Enter the name under which the foreign limited liability company is to be registered and transact business in California. The name shall contain the words "Limited Liability Company," or the abbreviations "LLC" or "L.L.C." at the end. The words "Limited" and "Company" may be abbreviated to "Ltd." and "Co." The name of the limited liability company may not contain the words "bank," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp." and shall not contain the words "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
  • Enter the name of the foreign limited liability company as it appears on its articles of organization, if different from than entered in Item 1.
  • Enter the date and state or country of formation and make the required statement concerning the authority of the limited liability company to exercise its powers and privileges in its state or country of formation.
  • Enter the name of the agent for service of process in this state. Check the appropriate provision indicating whether the agent is an individual residing in California or a corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. If an individual is designated as agent, proceed to Item 5. If a corporation is designated, proceed to Item 6.
  • If an individual is designated as the initial agent for service of process, enter an address in California. Do not enter "in care of" (c/o) or abbreviate the name of the city. DO NOT enter an address if a corporation is designated as the agent for service of process.
  • Execution of this document confirms the following statement which has been preprinted on this form and may not be altered. "IN THE EVENT THE ABOVE AGENT FOR SERVICE OF PROCESS RESIGNS AND IS NOT REPLACED, OR IF THE AGENT CANNOT BE FOUND OR SERVED WITH THE EXERCISE OF REASONABLE DILIGENCE, THE SECRETARY OF STATE OF THE STATE OF CALIFORNIA IS HEREBY APPOINTED AS THE AGENT FOR SERVICE OF PROCESS OF THIS LIMITED LIABILITY COMPANY."
  • Enter the complete address, including the zip code, of the principal executive office. DO NOT abbreviate the name of the city.
  • Enter the complete address, including the zip code, of the principal office in California, if any. DO NOT abbreviate the name of the city.
  • Briefly describe the type of business that constitutes the principal business activity of the limited liability company. Note restrictions in the rendering of professional services by limited liability companies. Professional services are defined in California Corporations Code section 13401(a) as: "any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code or the Chiropractic Act." For informational purposes only.
  • The Application for Registration (LLC-5) shall be executed with an original signature of an authorized person. A facsimile or photocopy of the signature is not acceptable for the purpose of filing with the Secretary of State.
  • Enter the name and address of the person or firm to whom a copy of the filing should be returned.

• Filling Fees :
• • A $70.00 filing fee must accompany this form.