Legal Question in Business Law in California

Does LLC, registered in another state with that state's Secretary of State and properly organized under the laws of that state, need to be registered with the California Secretary of State and/or file any other documents in California pertaining to the LLC business, if this LLC does business and has an office in California?


Asked on 3/16/11, 4:45 pm

3 Answers from Attorneys

Richard Jefferson M.E.T.A.L. LAW GROUP, LLP

yes. The LLC needs to register as a foreign corporation with the California Secretary of State. This is why some of those non-legal seminars that pump up other state registrations to avoid California taxes is misinforming the public.

Read more
Answered on 3/16/11, 4:59 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Yes. A corporation or LLC organized in another state that does business in California must file a relatively simple form with the California Secretary of State to "qualify" to do business here, and will become subject to payment of the appropriate annual franchise tax, levied and collected by the Franchise Tax Board. Failure to qualify, when required to do so, is a rarely-prosecuted misdemeanor under Corporations Code section 2258 or related law pertaining to LLCs. Usually, however, the penalty is lack of state benefits such as access to the courts, and an obligation to pay back taxes plus penalties and interest when caught. BTW, the LLC registers as a foreign LLC, not as a foreign corporation (re previous answer).

Read more
Answered on 3/16/11, 7:14 pm
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I agree with attorney Bryan's answer. Just doing business in California is enough to trigger the registration and payment of annual franchise taxes. And yes, you do register as a foreign LLC, not as a foreign corporation. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

Read more
Answered on 3/17/11, 12:24 pm


Related Questions & Answers

More Business Law questions and answers in California