加州SB 122法案：SaaS与AI工具8-10%税负增加及应对策略

On June 29, 2026, Gavin Newsom signed SB 122. Effective January 1, 2027, California sales and use tax applies to prewritten software and SaaS, however it’s delivered. Downloaded, streamed, accessed in a browser. All of it.

California was the last giant holdout. For three decades the state taxed software on a disc and not software in a browser. That line is gone. California now joins 20+ states that tax SaaS in some form, and the state projects roughly $2B a year in combined state and local revenue from the change.

The rate is California’s full stack: 7.25% state, plus local district taxes on top. Depending on the buyer’s address, that’s 7.25% to about 10.75%. Call it 8-10% for most customers in most real metros.

It hits you as a buyer and as a vendor, and the second one is where most B2B founders haven’t done the work yet.

What actually changed in the law

SB 122 amended the definition of “tangible personal property” to include “digital products,” defined as prewritten computer software transferred on physical media, transferred electronically, or accessed remotely. California didn’t build a new tax for software. It moved software into the sales tax it already had.

What’s taxable: your products, most likely. Prewritten software, meaning anything held or existing for general or repeated sale. That describes essentially every B2B product on the market. If you built it once and sold it many times, it’s prewritten, even if it started as a custom build for one customer.

What’s not:

• Custom software prepared to the special order of a single customer. Modifications to prewritten software count as custom only to the extent of the modification, and only if the charges are separately stated.
• Digital infrastructure, which is how the statute describes IaaS and PaaS, where the customer deploys and runs its own software on the provider’s platform. Your AWS and GCP compute bill sits outside the tax base.
• Human effort services delivered electronically, where the effort originates after the customer requests it. The carve-out explicitly does not apply to SaaS access rights.
• Digital books, music, video, video games, and crypto.

Sourcing: remote sales go to the purchaser’s known California address, in priority order: billing address, then shipping or delivery address, then the address on the payment instrument, then mailing address. Place of use is where the person accessing the software is located. There’s a presumption of California use for anything bought outside the state and used in it within 90 days.

Nexus: SB 122 didn’t create a new threshold. It made software sales count toward the existing one. Physical presence in California, or $500,000 in California sales for a remote seller. A lot of B2B companies that have never dealt with CDTFA are about to become registrants.

The $5M flip: if one vendor’s digital product sales to one purchaser exceed $5M in a calendar year, the vendor is relieved of the collection obligation and the purchaser self-assesses and remits use tax directly. CDTFA clarified the mechanics at its July workshop: vendor-specific, measured over 12 months, and the shift happens on the transaction that crosses the line.

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If you buy software in California: an 8-10% price increase you didn’t negotiate

Take your 2027 software budget, filter to what’s actually taxable, multiply by your district rate. For a company spending $2M a year on tools, that’s $160-200K of new expense that buys you nothing.

Four things about how it lands.

It stacks on vendor increases. If your Salesforce contract carries a 7% annual uplift and the state adds 9%, your renewal invoice is up 16-17% for the same seats. Only half of that is negotiable.

You can’t recover it. This isn’t VAT. No input credit, no refund mechanism. It comes straight out of gross margin and stays there.

Bundling decides how much of the contract is taxable. If you buy a platform that includes software access plus implementation, support, and managed services, CDTFA applies a true object test to figure out what you’re really buying. A bundle billed as one line item is taxable in full. The same deal with services broken out separately may only be taxable on the subscription. Ask your top ten vendors now how they plan to invoice in January, because their answer sets your number.

If you’re big, the compliance burden is yours. Cross $5M with a single vendor and you now own a use tax self-assessment function on your largest software relationship. It’s more than accruing a number: you need a use tax direct payment permit, you issue an exemption certificate to the vendor, and you report local use tax broken out by each county or city where first use occurs. That’s a new process for most finance teams, and the penalty for not having it accrues quietly.

One thing you probably can’t do: fix it by changing the billing address. SB 122 contains no multiple points of use mechanism. Unlike New York, Texas, and Massachusetts, the statute has no method for allocating a purchase across states. It does authorize CDTFA to approve alternative calculation methods for software used concurrently in multiple locations, and at the July workshop the department said it may build a purchaser-side exemption certificate and is looking at apportionment modeled on other states, including Massachusetts, based on user or device location. For purchases under $5M it floated either a real-time certificate or a back-end refund.

So allocation is probably coming, through regulation rather than statute, and it’s being drafted right now. What you can do today is get user and device location data clean, so that when the certificate mechanism exists you can substantiate an allocation instead of estimating one. Moving a contract to an Austin billing address while the users are still in San Francisco won’t survive an audit, because place of use under SB 122 is where the person accessing the software sits.

Nobody knows yet whether your LLM API bill is taxable

AI application subscriptions are clearly in scope. Commentators are already listing them alongside Microsoft 365 as prewritten software accessed remotely. Buy a seat-based AI product, pay the tax.

Consumption-based AI spend has no answer yet. Paying per token or per API call for model access could be remotely accessed prewritten software, which is taxable, or digital infrastructure, meaning a platform where you deploy and run your own software, which is excluded. The statute doesn’t resolve it. CDTFA has flagged usage-based pricing and freemium models as open items, and separately acknowledged that the boundary between taxable software and excluded digital infrastructure may get settled by legal opinions and litigation rather than by regulation.

The human effort exemption doesn’t obviously help either. CDTFA framed it as a true object test: accessing software for its function is taxable, accessing human effort delivered through software is exempt. Model inference is neither, and the department was candid that it hasn’t defined how much human effort qualifies.

So a California CFO is looking at a 9% swing on the fastest-growing line in the software budget, with no way to forecast it. And a founder selling an AI product into California has an unsettled classification where both errors cost money: collect when you shouldn’t and you’ve overcharged every customer, don’t collect when you should and the liability is yours with interest.

If you sell software into California: four things that are actually in your control