Legal Question in Business Law in California

Re: What constitues doing business in Calif?

I think it depends less on the HQ being in California and more on what HQ actually does.

In the absence of more information about the level of activities conducted at the home office, I would say it is 70-80% likely that the office is transacting enough business to place it in the 'registration required' category. You could perhaps artfully avoid the appearance of transacting business by keeping a VERY low profile in California, but the downfall in any litigation would probably be that there is no other headquarters, therefore the business deals must be occuring in California even though the assets are elsewhere.

I don't think the state where the LLC was formed has much, if anything, to do with the CA registration requirement. The only issue is where is business transacted. Operating an HQ is pretty decisive, I think.