Secretary of State th Business Programs Division rd 1500 11 Street, 3 Floor Sacramento, CA 95814 Business Entities (916) 657-5448 LIMITED LIABILITY COMPANIES California Tax Information Registration of a limited liability company (LLC) with the California Secretary of State (SOS) will obligate an LLC that is not taxed as a corporation to pay to the Franchise Tax Board (FTB) an annual minimum tax of $800.00 and a fee based on the annual total income of the entity. The tax and fee are required to be paid for the taxable year of registration and each taxable year, or part thereof, until a Certificate of Cancellation is filed with the SOS. (Rev. and Tax. Code §§ 17941 and 17942.) An LLC is not subject to the taxes and fees imposed by Revenue and Taxation Code sections 17941 and 17942 if the LLC did no business in California during the taxable year and the taxable year was 15 days or less. (Rev. and Tax. Code § 17946.) An LLC that is taxed as a corporation generally determines its California income under the Corporation Tax Law commencing with Revenue and Taxation Code section 23001. PLEASE NOTE: A domestic nonprofit LLC is a taxable entity and subject to the tax requirements stated above unless the LLC has applied for tax-exempt status and the FTB determines the LLC qualifies for tax-exempt status. Therefore, until such a determination is made, a nonprofit LLC must file a return and pay the associated tax (and, if applicable, the fee) every year until the LLC is formally cancelled. If the LLC intends to seek tax exempt status: • At the time of filing its Articles of Organization with the SOS, the LLC must include, in an attachment to that document, additional statements as required by the law under which the LLC is seeking exemption. Please refer to the FTB’s Exemption Application Booklet (FTB 3500 Booklet) for information regarding the required statements and for suggested language. • After filing its Articles of Organization with the SOS, the LLC may apply for tax-exempt status by mailing an Exemption Application (Form FTB 3500), along with an endorsed copy of the Articles of Organization and all other required supporting documentation, to the FTB, P.O. Box 942857, Sacramento, California 942574041. • The FTB 3500 Booklet and Form FTB 3500 can be accessed from the FTB’s website at www.ftb.ca.gov or can be requested by calling the FTB at 1-800-338-0505. For further information regarding franchise tax exemption, refer to the FTB’s website or call the FTB at (916) 845-4171. For further information regarding franchise tax requirements, please contact the FTB at: From within the United States (toll free) ....................................................................................(800) 852-5711 From outside the United States (not toll free) ............................................................................(916) 845-6500 Automated Toll Free Phone Service..........................................................................................(800) 338-0505 Professional Services Information A domestic or foreign LLC may not render professional services. (Corp. Code § 17375.) services” are defined in California Corporations Code sections 13401(a) and 13401.3 as: “Professional 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, the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act. If your business is required to be licensed, registered or certified, it is recommended that you contact the appropriate licensing authority before filing with the SOS’s office in order to determine whether your services are considered professional. LLC Info (REV 04/2007) American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS FOR COMPLETING THE APPLICATION FOR REGISTRATION (FORM LLC- 5) For easier completion, this form is available on the Secretary of State's website at http://www.sos.ca.gov/business/ and can be viewed, filled in and printed from your computer. The completed form along with the applicable fees can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office. Statutory filing requirements are found in California Corporations Code sections 17451 and 17452. All statutory references are to the California Corporations Code, unless otherwise stated. • Attach a valid certificate of good standing from an authorized public official of the jurisdiction under which the foreign limited liability company is organized. If the issuance of such a certificate is not permissible in that jurisdiction, attach a statement by the foreign limited liability company indicating such. FEES: The fee for filing Form LLC-5 is $70.00. There is an additional $15.00 special handling fee for processing a document delivered in person to the Sacramento office. The special handling fee must be remitted by separate check for each submittal and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee (in lieu of the special handling fee). Please refer to the Secretary of State’s website at http://www.sos.ca.gov/business/precexp.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filing services are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State. COPIES: The Secretary of State will certify two copies of the filed document(s) without charge, provided that the copies are submitted to the Secretary of State with the document(s) to be filed. Any additional copies submitted will be certified upon request and payment of the $8.00 per copy certification fee. Pursuant to Section 17375, a foreign limited liability company may not render professional services, as defined in Sections 13401(a) and 13401.3, in this state. Professional services are defined 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, the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act. If your business is required to be licensed, certified or registered, it is recommended that you contact the appropriate licensing authority before filing with the Secretary of State’s office in order to determine whether your services are considered professional. Filing this document shall obligate most limited liability companies to pay an annual minimum tax of $800.00 to the Franchise Tax Board pursuant to Revenue and Taxation Code section 17941. Complete the Application For Registration (Form LLC- 5) as follows: Item 1. Enter the name under which the foreign limited liability company is to be registered and transact business in California. The name must end with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively. The name of the limited liability company may not contain the words “bank,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.,” and must 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. Item 2. Enter the name of the foreign limited liability company as it appears on its articles of organization, if different from the name entered in Item 1. The name in Item 2 must agree exactly with the name on the certificate of good standing. Item 3. 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. Items 4&5 Enter the name of the agent for service of process in California. An agent is an individual, whether or not affiliated with the limited liability company, who resides in California or a corporation designated to accept service of process if the company is sued. The agent should agree to accept service of process on behalf of the limited liability company prior to designation. If a corporation is designated as agent, that corporation must have previously filed with the Secretary of State, a certificate pursuant to Corporations Code section 1505. Note, a limited liability company cannot act as its own agent and no domestic or foreign corporation may file pursuant to Section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State. If an individual is designated as agent, complete Items 4 and 5. If a corporation is designated as agent, complete Item 4 and proceed to Item 6 (do not complete Item 5). Item 6. This statement is required by statute and should not be altered. Item 7. Enter the complete address, including the zip code, of the principal executive office of the foreign limited liability company. Please do not abbreviate the name of the city. Item 8. Enter the complete address, including the zip code, of the principal office in California, if any. Please do not abbreviate the name of the city. Item 9. Form LLC-5 must be signed by a person with authority to do so under the laws of the state of organization of the foreign limited liability company. American LegalNet, Inc. www.FormsWorkflow.com File # LLC-5 State of California Secretary of State LIMITED LIABILITY COMPANY APPLICATION FOR REGISTRATION A $70.00 filing fee AND a certificate of good standing from an authorized public official of the jurisdiction of formation must accompany this form. IMPORTANT – Read instructions before completing this form. This Space For Filing Use Only ENTITY NAME (End the name in Item 1 with the words “Limited Liability Company,” or the abbreviations ”LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.) 1. NAME UNDER WHICH THE FOREIGN LIMITED LIABILITY COMPANY PROPOSES TO REGISTER AND TRANSACT BUSINESS IN CALIFORNIA 2. NAME OF THE FOREIGN LIMITED LIABILITY COMPANY, IF DIFFERENT FROM THAT ENTERED IN ITEM 1 ABOVE DATE AND PLACE OF ORGANIZATION - 3. THIS FOREIGN LIMITED LIABILITY COMPANY WAS FORMED ON (MONTH) (DAY) IN (YEAR) (STATE OR COUNTRY) AND IS AUTHORIZED TO EXERCISE ITS POWERS AND PRIVILEGES IN THAT STATE OR COUNTRY. AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 4 and 5 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 4 must be completed (leave Item 5 blank). 4. NAME OF AGENT FOR SERVICE OF PROCESS 5. IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE CA APPOINTMENT (The following statement is required by statute and should not be altered.) 6. 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 FOREIGN LIMITED LIABILITY COMPANY. OFFICE ADDRESSES (Do not abbreviate the name of the city.) 7. ADDRESS OF THE PRINCIPAL EXECUTIVE OFFICE CITY AND STATE 8. ADDRESS OF THE PRINCIPAL OFFICE IN CALIFORNIA, IF ANY CITY ZIP CODE STATE ZIP CODE CA EXECUTION 9. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. DATE SIGNATURE OF AUTHORIZED PERSON TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON LLC-5 (REV 04/2007) APPROVED BY SECRETARY OF STATE American LegalNet, Inc. www.FormsWorkflow.com