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If you're looking to form an LLC, you may be wondering which type is best for your business. There are several different types of LLCs, and each has its own benefits and drawbacks. In this post, we'll take a look at the pros and cons of Form LLC 5. created by the Nevada Secretary of State. This type of LLC is popular among businesses that want to protect their personal assets from lawsuits or creditors. Let's start with the pros: one major benefit of Form LLC 5 is that it offers limited liability protection to its members. This means that if your business is sued, the plaintiffs can only go after the company's assets, not your personal assets. Additionally, Form LLC 5 is relatively easy to set up and maintain.

You could find it beneficial to understand how much time you will need to fill in this form llc 5 and just how lengthy this form is.

QuestionAnswer
Form NameForm Llc 5
Form Length6 pages
Fillable?No
Fillable fields0
Avg. time to fill out1 min 30 sec
Other names

Form Preview Example

This form can be submitted electronically through eForms Online:

1.Complete and print the fillable PDF form.

2.Sign the form (i.e. wet signature; electronic and digital signatures are not acceptable).

3.Scan and save the signed document to your personal computer, tablet or phone:

PDF file format only;

10 MB file size maximum;

PDF must be unlocked and not password protected.

4.Upload your completed and signed PDF form and submit electronically through eForms Online.

Your submission will be reviewed for legal compliance and you will receive an email with an approval or a notice to correct your submission.

If you prefer submitting this form via mail or in person, fill out the Submission Cover Sheet and attach it to your filing. Note: In person submissions require an additional $15 handling fee.

eForms Instructions BE (EST 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

Instructions for Completing the

Application to Register a Foreign Limited Liability Company (Form LLC-5)

To qualify a limited liability company (LLC) from another state or country to transact intrastate business in California, you must file an Application to Register a Foreign Limited Liability Company (Form LLC-5) with the California Secretary of State.

Form LLC-5 is required along with a current (within 6 months) Certificate of Good Standing issued by the agency where the foreign LLC is formed. The Certificate must certify that the LLC is in existence, in active status, or in good standing.

Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs and whether additional provisions for the LLC are needed.

Fees:

Filing Fee: The fee for filing an Application to Register a Foreign Limited Liability Company (Form LLC-5) is $70.00.

Faster Service Fee:

-Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our Sacramento office.

-Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority service over documents submitted by mail. The drop off fee does not apply to mail submissions. The special handling fee is not refundable whether the document is filed or rejected.

-Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information

about this faster processing service through our Preclearance and Expedited Filing Services, go to www.sos.ca.gov/business/be/service-options.

Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed document, include payment for copy fees and certification fees at the time the document is submitted. Additional copy fees are $1.00 for the first page and $0.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per document.

Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or Mastercard®).

Processing Dates: For current processing dates, go to www.sos.ca.gov/business/be/processing-dates.

If you are not completing this form online, please type or legibly print in black or blue ink. Complete the

Application to Register a Foreign Limited Liability Company (Form LLC-5) as follows:

 

 

 

 

 

Item

 

Instruction

 

Tips

1a.

Enter the name of the LLC exactly as it

 

• Enter the name currently used in the state, foreign country or

 

 

is shown on the Certificate of Good

 

other place where the LLC is formed.

 

 

Standing from the foreign jurisdiction.

 

 

 

 

The name in Item 1a must match the name listed in the

 

 

 

 

 

 

 

 

Certificate of Good Standing that is required to accompany

 

 

 

 

your completed Form LLC-5.

 

 

 

 

There are legal limitations on what name can be used for the

 

 

 

 

LLC. For general LLC name requirements and restrictions or

 

 

 

 

for information on reserving an LLC name prior to submitting

 

 

 

 

Form LLC-5, go to

 

 

 

 

www.sos.ca.gov/business/be/name-reservations.

 

 

 

 

A name reservation is not required to submit Form LLC-5.

 

 

 

 

 

LLC-5 Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

1b.

If the name of the LLC does not comply

California Corporations Code section 17701.08 requires:

 

 

with California Corporations Code section

 

 

 

 

 

 

 

 

 

 

 

17701.08;

enter

an

alternate

name

-

The LLC name must include: LLC, L.L.C., Limited

 

to be

used in

California

exactly

as

 

Liability Company, Limited Liability Co., Ltd. Liability

 

it is

to

appear on

the

records

of

 

Company, or Ltd. Liability Co.

 

 

 

 

 

 

the California

Secretary

of

State.

 

 

 

 

 

 

 

 

 

 

 

See Filing Tips.

 

 

 

 

 

- The LLC name may not include: bank, trust, trustee,

 

 

 

 

 

 

 

 

 

 

incorporated, inc., corporation, or corp.

 

 

 

 

 

 

 

 

 

 

 

-

The LLC name may not include: insurer,

insurance

 

 

 

 

 

 

 

 

 

 

company, or any other words suggesting that the

 

 

 

 

 

 

 

 

 

 

limited liability company is in the business of issuing

 

 

 

 

 

 

 

 

 

 

policies of insurance and assuming insurance risks.

 

 

 

 

 

 

 

 

 

 

- The name

is not likely to mislead

the public and is

 

 

 

 

 

 

 

 

 

 

distinguishable from other LLC’s of record or reserved

 

 

 

 

 

 

 

 

 

 

with the California Secretary of State.

 

 

 

 

 

 

 

 

 

 

 

 

 

A preliminary search of LLC names already of record can be

 

 

 

 

 

 

 

 

 

made online through our Business Search at

 

 

 

 

 

 

 

 

 

BusinessSearch.sos.ca.gov.

Please note: The

Business

 

 

 

 

 

 

 

 

 

Search is only a preliminary search and not intended to

 

 

 

 

 

 

 

 

 

serve as a formal name availability search. For information

 

 

 

 

 

 

 

 

 

on

checking

or

reserving

a

name,

go

to

 

 

 

 

 

 

 

 

 

www.sos.ca.gov/business/be/name-reservatio

ns.

 

 

 

 

 

2a.

Enter the date your LLC was formed

The date must match the formation date listed in the attached

 

using

 

the

following

 

format:

Certificate of Good Standing, if specified in the Certificate.

 

 

MM/DD/YYYY.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2b.

Enter the state, foreign country or other

The jurisdiction must match the jurisdiction listed in the

 

place of origin where the foreign LLC is

attached Certificate of Good Standing.

 

 

 

 

 

 

formed.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2c.

This statement is required. Do not alter.

 

 

 

 

 

 

 

 

 

 

 

 

 

3a.

Enter the complete street address, city,

The complete street address is required, including the

 

state and zip code of the LLC’s Principal

street name and number, city, state and zip code.

 

 

 

Executive Office address.

 

 

 

Address must be a physical address.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Do not enter a P.O. Box, an “in care of” address, or

 

 

 

 

 

 

 

 

 

abbreviate the name of the city.

 

 

 

 

 

 

 

 

3b.

Enter the complete street address, city,

The complete street address is required, including the

 

state and zip code of the LLC’s Principal

street name and number, city and zip code.

 

 

 

Office in California, if any.

 

 

 

Address must be a physical address in California.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Do not enter a P.O. Box, an “in care of” address, or

 

 

 

 

 

 

 

 

 

abbreviate the name of the city.

 

 

 

 

 

 

 

 

3c.

If different from the address in Item 3a,

This address will be used for mailing purposes and may be a

 

enter the mailing address of the LLC’s

P.O. Box address or “in care of” an individual or entity.

 

 

Principal Executive Office.

 

 

 

Do not abbreviate the name of the city.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LLC-5 Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

4.

The LLC must have an Agent for

An Agent for Service of Process is responsible for accepting

 

Service of Process.

 

 

 

 

 

legal documents (e.g. service of process, lawsuits, other

 

There two types of Agents that can be

types of legal notices, etc.) on behalf of the LLC.

 

You must provide information for either an individual OR a

 

named:

 

 

 

 

 

 

 

 

an individual (e.g. member, manager,

registered corporate agent, not both.

 

If using a registered corporate agent, the corporation must

 

 

or any other individual) who resides

 

 

in California with a physical California

have a current agent registration certificate on file with the

 

 

address; OR

 

 

 

 

 

California Secretary of State as required by Section 1505.

 

a registered corporate agent qualified

 

 

 

with the California Secretary of State.

 

 

 

 

 

 

 

 

 

4a & b.

If Individual Agent:

 

 

 

 

 

The complete street address is required, including the

 

Enter the name of the initial agent

street name and number, city and zip code.

 

Do not enter a P.O. Box address, an “in care of” address, or

 

 

for service of process and the

 

 

agent’s complete California street

abbreviate the name of the city.

 

 

address, city and zip code.

 

 

 

Many times, a small LLC will designate a member or

 

 

 

 

 

 

 

 

 

 

 

 

If an individual is designated as the

manager as the agent for service of process.

 

 

initial agent, complete Items 4a and

The individual agent should be aware that the name and the

 

 

4b ONLY. Do not complete Item

 

 

physical street address of the agent for service of process is

 

 

4c.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a public record, open to all (as are all the addresses of the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LLC provided in filings.)

 

 

 

 

 

4c.

If Registered Corporate Agent:

 

 

Before a corporation is designated as agent for the LLC, that

 

Enter

the

name

of

the

initial

corporation must have a current agent registration certificate

 

on file with the California Secretary of State as required by

 

 

registered

corporate agent

exactly

 

 

Section 1505 stating the address(es) of the registered

 

 

as registered in California.

 

 

 

 

 

 

 

 

corporate agent and the authorized employees that will

 

 

 

 

 

 

 

 

 

 

 

 

If

a registered corporate agent

is

accept service of process of legal documents and notices on

 

 

designated as the initial agent,

behalf of the LLC.

 

 

 

 

 

complete Item 4c ONLY.

Do not

Advanced approval must be obtained from a registered

 

 

complete Items 4a and 4b.

 

 

 

corporate agent prior to designating that corporation as your

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

agent for service of process.

 

 

 

 

 

 

 

 

 

 

 

No California or foreign corporation may register as a

 

 

 

 

 

 

 

 

 

 

 

California corporate agent unless the corporation currently is

 

 

 

 

 

 

 

 

 

 

 

authorized to engage in business in California and is in good

 

 

 

 

 

 

 

 

 

 

 

standing on the records of the California Secretary of State.

 

 

 

 

 

 

 

 

 

 

 

Provide your Registered Corporate Agent’s exact name as

 

 

 

 

 

 

 

 

 

 

 

registered with the California Secretary of State. To confirm

 

 

 

 

 

 

 

 

 

 

 

that you are providing the exact name of the Registered

 

 

 

 

 

 

 

 

 

 

 

Corporate Agent, go to

 

 

 

 

 

 

 

 

 

 

 

https://businessfilings.sos.ca.gov/frmlist1505s.asp.

 

 

 

5.

Form LLC-5 must be signed by a person

If you need more space for signatures:

 

with

authority

to sign

according

to

the

- Place the additional signatures on only one side of a

 

laws

of

the state, foreign

country

or

 

standard letter-sized piece of paper (8 1/2" x 11")

 

other place where the LLC is formed.

 

 

 

clearly marked as an attachment to Form LLC-5 and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

attach the extra page(s) to the completed Form LLC-5.

 

 

 

 

 

 

 

 

 

 

 

- All attachments are part of this document.

 

 

 

 

 

 

 

 

 

 

 

Multiple Form LLC-5s with different signatures will be

 

 

 

 

 

 

 

 

 

 

 

returned without being filed – use only one form.

 

 

 

 

 

 

 

 

 

 

 

Do not include the title of the person signing.

 

 

 

 

 

 

 

 

 

 

 

 

LLC-5 Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

Legal Authority: General statutory filing provisions are found in Sections 17708.02. All statutory references are to the California Corporations Code, unless otherwise stated.

Statement of Information: A Statement of Information must be filed with the California Secretary of State within 90 days after filing the Application to Register a Foreign LLC and every two years thereafter during the applicable filing period (Section 17702.09). A Statement of Information can be filed online at llcbizfile.sos.ca.gov/SI or by submitting Form LLC-12.

Minimum Tax Requirement: Registered LLCs in California may need to pay a minimum tax of $800 to the California Franchise Tax Board each year. (California Revenue and Taxation Code section 17941.) For more information, please refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) at https://www.ftb.ca.gov/forms/misc/1060.html.

Professional Services: A foreign limited liability company that provides professional services cannot register in California. (Section 17701.04.) Professional services are defined as any type of professional services that may be lawfully rendered pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act. (Sections 13401(a) and 13401.3.) If your business is required to be licensed, certified or registered, before submitting Form LLC-5 to the California Secretary of State's office, it is recommended that you contact the appropriate licensing authority in order to determine whether your services are considered professional. For licensing requirements in California, please refer to the CalGold website at http://www.calgold.ca.gov or the California Department of Consumer Affairs website at http://www.dca.ca.gov.

Additional Resources: For a list of other agencies you may need to contact to ensure proper compliance, go

to www.sos.ca.gov/business/be/resources. Note: The California Secretary of State does not license LLC’s. For licensing requirements, please contact the city and/or county where the principal place of business is located and/ or the state agency with jurisdiction over the activities of the LLC.

LLC-5 Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

Secretary of State

LLC-5

 

Application to Register a Foreign Limited

Liability Company (LLC)

IMPORTANT — Read Instructions before completing this form.

 

Must be submitted with a current Certificate of Good Standing issued by

 

the government agency where the LLC was formed. See Instructions.

 

Filing Fee

– $70.00

 

Copy Fees

First page $1.00; each attachment page $0.50;

 

 

Certification Fee - $5.00

 

Note: Registered LLCs in California may have to pay minimum $800 tax to the

California

Franchise Tax Board each year. For more information,

go

to https://www.ftb.ca.gov.

This Space For Office Use Only

1a. LLC Name (Enter the exact name of the LLC as listed on your attached Certificate of Good Standing.)

1b. California Alternate Name, If Required (See Instructions – Only enter an alternate name if the LLC name in 1a not available in California.)

2. LLC History (See Instructions – Ensure that the formation date and jurisdiction match the attached Certificate of Good Standing.)

a. Date LLC was formed in home jurisdiction (MM/DD/YYYY)

/ /

b. Jurisdiction (State, foreign country or place where this LLC is formed.)

c.Authority Statement (Do not alter Authority Statement)

This LLC currently has powers and privileges to conduct business in the state, foreign country or place entered in Item 2b.

3.Business Addresses (Enter the complete business addresses. Items 3a and 3b cannot be a P.O. Box or “in care of” an individual or entity.)

a. Street Address of Principal Executive Office - Do not enter a P.O. Box

City (no abbreviations)

State

Zip Code

 

 

 

 

b. Street Address of Principal Office in California, if any - Do not enter a P.O. Box

City (no abbreviations)

State

Zip Code

 

 

CA

 

 

 

 

 

c. Mailing Address of Principal Executive Office, if different than item 3a

City (no abbreviations)

State

Zip Code

 

 

 

 

4.Service of Process (Must provide either Individual OR Corporation.)

INDIVIDUAL – Complete Items 4a and 4b only. Must include agent’s full name and California street address.

a. California Agent's First Name (if agent is not a corporation)

Middle Name

Last Name

 

 

Suffix

 

 

 

 

 

 

b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box

City (no abbreviations)

 

State

Zip Code

CA

CORPORATION – Complete Item 4c only. Only include the name of the registered agent Corporation.

c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 4a or 4b

5.Read and Sign Below (See Instructions. Title not required.)

By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized to sign on behalf of the foreign LLC.

__________________________________________________________

____________________________________________________

Signature

Type or Print Name

LLC-5 (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

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