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Editorial 8 MIN READ

Foreign-qualifying a Delaware LLC in California, Texas, and New York

Three states, three filing forms, three compliance calendars, and one Delaware good-standing certificate that has to arrive first

The Editors
Staff, Incorporator.org
8 min read Updated
Contents 7 sections
  1. The sequence before any state filing
  2. California: cheap to register, expensive to keep
  3. Texas: the expensive filing, the generous franchise tax
  4. New York: the filing, the publication, and the 2026 overhang
  5. The compliance calendar that results
  6. What the three states actually cost in year one
  7. Sources

Delaware LLC that wants to do business in California, Texas, and New York pays $70, $750, and $250 to register, in that order of cheapest to most expensive. The filing fee is the easy part. What the three states actually charge you for is the compliance calendar that starts the day your foreign qualification is approved.

This is a walk-through for operators who already have a Delaware LLC and now need it on the rolls in three of the biggest commercial states. The sequence matters, the numbers matter, and the New York publication rule matters more than the filing fee does.

The sequence before any state filing

Foreign qualification is four steps, done in order, per state.

First, pull a Certificate of Good Standing from the Delaware Division of Corporations. Every state asks for one dated within the last six months, and California and New York will reject a stale cert. Delaware sells it for $50 on the regular track and it arrives within a business day if you order online. Order three if you plan to file in three states in the same week, because the original goes with the application.

Second, check name availability in each state. Delaware's approval of your name means nothing to California, Texas, or New York. If your LLC name is already in use, or is deceptively similar to one that is, you will file under an assumed or fictitious name in that state. California calls it an "alternate name." Texas calls it an "assumed name." New York will require a fictitious name filing. Do the name search before you write the check; each state's Secretary of State has a free online business-name search.

Third, file the foreign qualification application with the state's business filing office, attaching the good-standing certificate and paying the fee.

Fourth, appoint a registered agent with a physical address in that state on the application itself. A Delaware agent does not qualify. You either list a commercial agent you've retained or, in some states, the Secretary of State as agent by default with a forwarding address. Use a commercial agent. The forwarding arrangements do not work reliably.

Then you build the compliance calendar, which is where the three states diverge meaningfully.

California: cheap to register, expensive to keep

California is the cheapest entry and the most expensive occupancy. The registration is Form LLC-5, Application to Register a Foreign Limited Liability Company, filed with the Secretary of State for a $70 fee. You attach the Delaware good-standing cert. Standard turnaround in Sacramento runs several weeks; $350 gets 24-hour expedite and $750 gets same-day if you're in a closing.

The occupancy cost is the annual minimum franchise tax of $800, owed to the Franchise Tax Board under California Revenue and Taxation Code section 17941. This is the number that blindsides founders. It is not a filing fee, it is not optional, and it is owed whether the LLC had a dollar of California revenue in the year. It is due by the 15th day of the 4th month after the LLC's taxable year begins, which for a calendar- year LLC means April 15. A first-year LLC that registers in California owes the $800 for that first year too; the fifteen-day rule (registering in the last 15 days of a tax year with no business activity) is the only narrow reprieve.

Above the floor, California layers a gross-receipts fee under R&TC 17942 on LLCs with California-source gross receipts over $250,000, on a tiered schedule that tops out at $11,790 for LLCs with California gross receipts of $5 million or more. Most out-of-state LLCs foreign-qualifying in California underestimate this fee because they think of the $800 as the whole number.

The maintenance filing is the Statement of Information, Form LLC-12, due within 90 days of registration and then every two years thereafter, with a $20 fee. Late filing is a $250 penalty from the Secretary of State and referral to the FTB for a suspension that will block your ability to sue in California courts.

Texas: the expensive filing, the generous franchise tax

Texas is the mirror image. The filing fee is $750, the highest of any major state for a foreign LLC, paid with Form 304 (Application for Registration of a Foreign Limited Liability Company) to the Secretary of State. Turnaround is typically three to five business days for standard filings and same day with expedite.

The recurring tax is where Texas is generous. Franchise tax is governed by Texas Tax Code chapter 171, and the no-tax-due threshold for reports originally due in 2024 and 2025 is $2.47 million in total revenue. If your foreign-qualified LLC has Texas-apportioned revenue below that threshold, you owe zero franchise tax. You still file, but you file a Public Information Report; as of reports originally due in 2024 the Comptroller eliminated the No Tax Due Report requirement for entities below the threshold, so the PIR is now the full filing. The annual due date is May 15.

Above the threshold the tax rate is 0.375% for retail and wholesale and 0.75% for everything else, calculated on margin (the lesser of total revenue minus cost of goods sold, total revenue minus compensation, 70% of total revenue, or total revenue minus $1 million). Most operational LLCs qualifying into Texas sit under the threshold for year one.

Texas does not charge an annual report filing fee on top of the franchise tax machinery; the PIR is the annual filing.

Practically, Texas trades the registration cost for low ongoing compliance. If you expect Texas revenue to stay under $2.47 million, the $750 entry is a one-time tax on doing business there at all.

New York: the filing, the publication, and the 2026 overhang

New York's headline number is the $250 filing fee for Form CSC 202, Certificate of Authority for a foreign LLC, filed with the Department of State. That figure hides the second cost, which is usually larger.

New York Limited Liability Company Law section 206 requires a foreign LLC that qualifies to authorize business in the state to publish, within 120 days of qualification, a notice of that qualification in two newspapers designated by the county clerk of the county where the LLC's New York office is located. Publication runs once a week for six successive weeks. After publication, the newspapers issue affidavits that the LLC files with the Department of State along with a Certificate of Publication, which itself carries a $50 fee.

The newspaper cost is the line item that varies most. In upstate counties the two designated papers run roughly $200 to $500 combined. In New York County the designated papers are expensive legal newspapers, and total publication costs routinely run $1,000 to $1,500 for those six weeks. You do not get to pick the papers; the county clerk designates them, and New York County's designation has been the same two outlets for years.

Missing the 120-day window does not invalidate the qualification, but it suspends the LLC's authority to maintain an action in New York until publication is completed. That is the same practical penalty California imposes for an unfiled SOI, and it is the reason most operators finish publication in the first ninety days rather than dragging it out.

Also sitting on the 2025 calendar is the New York LLC Transparency Act, signed in December 2023 and amended in 2024, with an effective date of January 1, 2026. It will require every LLC formed in or qualified to do business in New York to file a beneficial-ownership disclosure with the Department of State that mirrors the federal CTA disclosures. The statute takes effect for new filings on and after January 1, 2026 and gives pre-existing LLCs a one-year window. If you qualify into New York in 2025, you want the beneficial-ownership data already collected and ready to file in 2026.

The compliance calendar that results

If a Delaware LLC qualifies into all three states on February 1, 2025, the first-year calendar looks like this.

California: Form LLC-12 Statement of Information due by May 2, 2025 (90 days from registration), $20 fee. Form 568 and the $800 franchise tax are due April 15, 2025, with the FTB treating any first-year qualification as a full-year $800 obligation.

Texas: PIR and franchise tax filing due May 15, 2025. If total revenue is under $2.47 million, the tax line is zero but the PIR still files.

New York: Publication must begin within 120 days of the February 1 qualification, so newspapers need to be engaged by around April; the Certificate of Publication plus affidavits plus $50 fee is filed with the Department of State once the six weeks run. Biennial Statement ($9) is due the month of qualification (February) every two years starting 2027.

Year two the calendar stabilizes. California keeps billing $800 every April 15 and the SOI renews every two years. Texas keeps filing the PIR every May 15. New York takes a breath on publication and starts filing the beneficial-ownership disclosure once the LLC Transparency Act takes effect January 1, 2026.

What the three states actually cost in year one

Entry cost, assuming a mid-range publication quote in New York County and no expedite anywhere: $70 to California, $750 to Texas, and roughly $800 to $1,750 to New York once you include the $250 filing, the $50 Certificate of Publication, and the $500 to $1,500 newspaper bill. Call it $1,620 to $2,570 in total first-year filing and publication outlay.

Recurring cost, assuming you stay under every revenue threshold: $800 to California every year, $0 of franchise tax to Texas (PIR only), and $9 every two years to New York. California is the expensive state to occupy. Texas is the expensive state to enter. New York is the expensive state to announce you've entered.

If you're registering into all three at once, file Delaware's good-standing certs first, Texas second (longest turnaround with the most money at stake), California and New York in parallel, and set newspaper engagement in motion the day New York's Certificate of Authority is accepted. (For the home-state formation math that preceded any of this, see our Delaware in April 2016 guide.)

Rule of thumb: budget the filing fee plus the first annual tax plus New York's publication cost as a single up-front number, because the three bills arrive before year one is over.

Sources

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