Legal Question in Business Law in California

Whether it needs to file as a foreign LLC in CA depends on its contacts with and activities in CA. Assuming it does need to register, failure to register does not automatically remove the limitations on members' personal liabilities, but it would be a relevant piece of evidence for the plaintiff if someone sued the LLC and the members jointly under an alter ego theory for disregarding the LLC and holding the members liable. Failure to follow required business entity formalities is one of the key factors in favor of "piercing the veil." Also, failure to register if required to do so results in the LLC being unable to appear in court, either to sue or defend, meaning if the LLC has to sue for any reason, the defendants can get the case thrown out, and if the LLC is sued, the plaintiff can get any papers filed by the LLC thrown out and obtain a default judgment against the LLC.