California: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

Corporations Code § 17701.01 names Title 2.6 the California Revised Uniform
Limited Liability Company Act. California uses agent for service of
process, not registered agent, for the private recipient and separately
requires an in-state office.

Continuous designation duty

Cal. Corp. Code § 17701.13(a) requires a domestic LLC to designate and continuously
maintain both an office in California and an agent for service of process. The
office need not be a place where the LLC conducts its activity.

Eligible individual

An individual agent must be a California resident under § 17701.13(c). The LLC
Act states no separate minimum age, citizenship, professional-license, or
daily-office-hours qualification for that individual.

A member, manager, owner, or employee is not a special agent category. Such a
person may be named only by independently satisfying the resident-individual
rule.

Eligible entity and self-service

California does not let any entity serve merely because it has a California
address. The entity agent must be a corporation that has complied with § 1505
and whose capacity has not terminated. Another LLC is therefore not a
qualifying entity agent, and the subject LLC cannot list itself.

Before designation, the corporate agent files a § 1505 certificate stating its
California service-office street address, its authorized process recipients,
and its consent. The corporation must be authorized to do business in
California and in good standing.

Registered office, address, and hours

The continuously maintained office must be in California but need not be an
activity site. Sections 17702.01 and 17702.09 require street addresses for the
initial principal office, the domestic maintained office, and an individual
agent. A P.O. box alone does not satisfy a street-address field, although the
LLC may provide a separate mailing address.

If the agent is a § 1505 corporation, the LLC lists only the corporate name;
the service-office address is already in the corporation's § 1505 certificate.
The LLC Act does not prescribe a general 9-to-5 or other daily availability
window.

Consent and initial filing

Under Cal. Corp. Code § 17702.01(a), the organizer signs and files the articles
of organization.
The articles name the initial agent and give the street address when the agent
is an individual. A corporate agent is name-only.

The corporate agent's filed § 1505 certificate supplies express consent before
designation. The LLC Act does not require a separate signed acceptance filing
from an individual agent.

Change, resignation, and replacement

The LLC changes its agent, agent address, or maintained office through a
statement of information under § 17702.09(a) and (d) and § 17701.14. The change is effective
when the Secretary of State files the statement.

An agent resigns by filing a signed and acknowledged statement under
§ 17701.15. The authority ends immediately on filing, and the Secretary of
State provides written notice to the LLC's principal office. If the agent dies,
resigns, leaves California, loses corporate qualification, or ceases to exist,
the LLC must promptly file an initial or amended statement of information;
the section provides no replacement grace period.

Agent duties and service

Cal. Corp. Code § 17701.16(b) makes delivery to the named individual valid service on the
LLC. For a corporate agent, delivery goes to a person named in its latest
§ 1505 certificate at the corporate agent's office.

These provisions define receipt and consent. They do not state a separate
general statutory forwarding deadline or private-agent damages rule. Any
contractual forwarding duties are distinct from the LLC Act minimum.

Lapse consequences and fallback service

Loss of the agent does not make the LLC immune from service. If the agent has
resigned without replacement or cannot with reasonable diligence be found at
the listed address, § 17701.16(c) permits a court order for hand delivery to the
Secretary of State after a supporting affidavit and unsuccessful statutory
service efforts. Service is complete on the 10th day after delivery. The
Secretary of State then forwards process to the principal office by registered
mail with return receipt requested.

Agent and office changes require a current statement of information. Separately,
failure to file a required § 17702.09 statement after delinquency notice can
produce a $250 penalty. A company that also has no statement during the prior
24 months and meets § 17713.10's other conditions can receive a further 60-day
suspension notice and then lose its powers, rights, and privileges until relief.

What trips people up

A California LLC cannot appoint another LLC as its entity agent. The entity
route is limited to a corporation registered under § 1505. An individual route
is available for a California resident.

The corporate agent's address does not go in the LLC filing. The LLC lists
only the § 1505 corporation's name because that corporation's service offices
and recipients are already on file.

Resignation is immediate, not a 30-day wind-down. The agent's authority ends
when the resignation is filed, and the LLC must promptly file a replacement.

Common questions

Can a California member be the agent? Yes, if the member is an individual
California resident. Membership itself supplies no separate qualification.

Can the registered office be a P.O. box? Not by itself. The governing
filings require street addresses; a separate mailing address may differ.

Must an individual agent sign the articles? No. The organizer signs the
articles. The LLC Act does not require a separate individual-agent acceptance
filing, while a corporate agent has already filed its § 1505 consent.

What if the agent cannot be found? A plaintiff may seek the court-ordered
Secretary-of-State route after the affidavit and reasonable-diligence showing
required by § 17701.16(c).

Statutes and sources

• Cal. Corp. Code §§ 17701.01, 17701.13 — Act name, continuous office and
  agent duty, individual residency, and corporate-agent qualification.
  https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=17701.13.&lawCode=CORP
  (accessed 2026-07-27)
• Cal. Corp. Code § 1505 — corporate-agent registration, service offices,
  named recipients, consent, authorization, and good standing.
  https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=1505.&lawCode=CORP
  (accessed 2026-07-27)
• Cal. Corp. Code §§ 17701.14 to 17701.16 — change, resignation,
  replacement, direct service, and court-ordered Secretary-of-State service.
  https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&title=2.6.&article=1.
  (accessed 2026-07-27)
• Cal. Corp. Code §§ 17702.01, 17702.09 — articles, initial agent and
  addresses, statement of information, and change filing.
  https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&title=2.6.&article=2.
  (accessed 2026-07-27)
• Cal. Corp. Code §§ 17713.07, 17713.09 to 17713.10 — statement
  delinquency penalty and suspension sequence.
  https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&title=2.6.&article=13.
  (accessed 2026-07-27)