- What California requires of every LLC
- Who can be a California agent for service of process
- The section 1505 certificate for corporate agents
- The records your LLC keeps at its California office
- How California keeps your agent on record
- Common California agent mistakes
- A California agent checklist
- Frequently asked questions
In California, a registered agent is called an agent for service of process. Under Corporations Code section 17701.13, every California LLC must keep an office and an agent in the state, and the agent must be a California resident or a corporation that has filed a certificate under section 1505. Foreign LLCs registered in California need an agent too.
California uses its own wording, and that confuses people searching for a California registered agent. The law talks about an agent for service of process, and it pairs that with a records rule most owners don't know about. Here's what the Corporations Code says for LLCs, and how a corporation becomes eligible to act as an agent for other companies.
What California requires of every LLC
Section 17701.13(a) says a California LLC must designate and continuously maintain in the state both of the following:
- an office, which doesn't need to be a place where the LLC does business in California
- an agent for service of process
Section 17701.13(b) says a foreign LLC with a certificate of registration under section 17708.02 must designate and keep an agent for service of process in California as well. If you've formed in another state and registered to do business in California, you can't skip this step.
Who can be a California agent for service of process
Section 17701.13(c) allows two kinds of agent:
| Agent | Condition |
|---|---|
| An individual | A resident of California |
| A corporation | Has complied with section 1505, and its capacity to act as an agent hasn't terminated |
So you can name yourself, a business partner or a trusted employee, as long as they live in California. If you'd rather use a company, it has to be a corporation that has filed the section 1505 certificate. Most professional agent firms in California have done exactly that.
The section 1505 certificate for corporate agents
Section 1505(a) says a domestic or foreign corporation must file a certificate with the Secretary of State before it can be designated as an agent for service of process for any entity. The certificate, signed by an officer, states:
- the complete street address of each California office where an entity that designates it may be served
- the name of each person employed at each office who is authorized to receive process
- its consent that delivery to any of those people at their office counts as delivery to the corporation as agent
Section 1505(b) lets the corporation file supplemental certificates that replace the earlier statements, which is how agents update office addresses and staff names. Section 1505(c) adds that a corporation can only file the certificate if it's currently authorized to engage in business in California and is in good standing with the Secretary of State.
That gives you a simple check. If you're paying a corporation to be your agent, it should be able to confirm it has a current section 1505 certificate on file and is in good standing.
Deadlines and forms for another filing are listed in the Texas registered agent guide.
The records your LLC keeps at its California office
This is the part of section 17701.13 that people miss. Subsection (d) says each LLC must keep, at the office in subsection (a), in writing or in a form that can be turned into legible paper:
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- a current alphabetical list of each member and transferee, with their last known address, contribution and share of profits and losses
- for a manager-managed LLC, a current list of each manager's name and address
- a copy of the articles of organization and all amendments
- copies of federal, state and local income tax or information returns for the six most recent fiscal years
- a copy of the written operating agreement and any amendments
- any financial statements for the six most recent fiscal years
- books and records about the LLC's internal affairs for at least the current and past four fiscal years
The office doesn't have to be your agent's address, but if you use a professional agent's address as your California office, you'll need a way to keep these records there or available from there. Section 17701.13(e) also says that, on request from a county assessor, an LLC that owns property subject to local assessment must make its business records available.
Once this one is done, the New York registered agent guide covers what often comes next.
How California keeps your agent on record
In practice, your agent for service of process is listed on your LLC's filings with the Secretary of State, including the regular Statement of Information. When your agent or address changes, that's where the update goes. If you trade under a brand name as well, the separate fictitious business name filing happens at county level, not with your agent.
Common California agent mistakes
- Naming a friend who has moved out of California. The agent must be a California resident, so a move ends their eligibility.
- Hiring a company that isn't a corporation with a section 1505 certificate on file.
- Treating the agent's address as the place your records live, without arranging how the records required by section 17701.13 are kept.
- Registering a foreign LLC in California and forgetting it needs its own California agent.
A California agent checklist
- Decide whether you'll act as your own agent, which needs a California resident.
- If you use a company, make sure it's a corporation with a current section 1505 certificate.
- Choose a California office for the LLC and plan how the required records will be kept there.
- Keep your agent's details current on your Statement of Information.
- If you're registering an out-of-state LLC, name a California agent as part of the registration.
Frequently asked questions
Does California require a registered agent?
Yes. California calls it an agent for service of process. Section 17701.13 requires every California LLC, and every registered foreign LLC, to keep one in the state.
Can I be my own registered agent in California?
Yes, if you're a California resident. The Corporations Code allows an individual resident of California, or a corporation that has complied with section 1505.
What is a section 1505 certificate in California?
A certificate a corporation files before it can act as an agent for other entities. It lists its California office addresses, the employees authorized to receive process, and its consent to service through them.
Does the California LLC office have to be where I do business?
No. Section 17701.13(a) says the office doesn't need to be a place of the LLC's activity in California, but the LLC's required records are kept there.
Do foreign LLCs need a California agent for service of process?
Yes. A foreign LLC with a certificate of registration under section 17708.02 must designate and continuously maintain an agent for service of process in California.
