How To Register a Foreign Corporation in California?
Statement and Designation by Foreign Corporation — Foreign Corporations
To qualify a foreign corporation to transact intrastate business in California, the corporation must file a Statement and Designation by Foreign Corporation. California Corporations Code section 191 defines “transacting intrastate business” as “entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.”
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Legal Authority
General filing requirements are found in the California Corporations Code sections listed below. Other California and federal statutes may apply to a particular filing.
- For foreign general stock or nonprofit corporations (use Form S&DC-S/N): California Corporations Code section 2105;
- For foreign professional (law or accountancy) corporations (use Form S&DC-PC): California Corporations Code sections 2105and 13404.5; and
- For foreign insurer corporations (use Form S&DC-INS): California Corporations Code sections 2105 and 2106.5.
Additional Requirements
- For all foreign corporations: A Certificate of Good Standing, issued within the last six months by the agency in the state or country where the foreign corporation was formed originally, must be attached to the Statement and Designation by Foreign Corporation form at the time of filing. Note: If the corporation is a nonprofit, the certificate of good standing also must indicate the corporation is a nonprofit or nonstock corporation; and
- For foreign insurer corporations: A certificate by the California Insurance Commissioner approving the corporate name must be attached to the Statement and Designation by Foreign Corporation form.
Complete the Statement and Designation by Foreign Corporation form as follows:
- Item 1: Corporate Name: List the exact name of the corporation, as it appears in the certificate of good standing. Note: If the name of the corporation is not available for use in the State of California, the corporation must qualify under an assumed name. E.g., “[list the exact name] which will do business in California as [list the proposed assumed name].For more information about using a business name in California, go to Name Availability.
- Item 2: Corporate History: List the state or foreign country where the corporation was formed.
- Item 3: Service of Process:
- Item 3a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who resides in California or (2) an active corporation in California that has filed a certificate pursuant to California Corporations Code section 1505. (California Corporations Code section 2117(b).)
- Item 3b: If the agent for service of process listed in Item 3a is a person (not a corporation), list the agent’s business or residential street address in California. Do not use a P.O. Box address. Do not complete Item 3b if the agent for service of process is a corporation as the corporate agent’s address for service of process is already on file. (California Corporations Code section 2117(b).)
An “agent for service of process” is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: A corporation cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the foreign corporation prior to designation.
- Item 4: Corporate Addresses:
- Item 4a: List the street address of the foreign corporation’s principal executive office. Do not use a P.O. Box address.
- Item 4b: If any, list the address of the foreign corporation’s principal office in California.
- Item 4c: If different from Items 4a or 4b, list the mailing address of the foreign corporation’s principal executive office.
- Item 5: Professional Statement [if using Form S&DC-PC]: Check the applicable box to indicate if the foreign corporation engages in the profession of “law” or “accountancy.” Only one box may be checked. Note: If the foreign corporation does not engage in either of those professions, you may not use Form S&DC-PC, and must use Form S&DC-S/N to qualify the foreign corporation.
- Item 5: Insurer Statement [if using Form S&DC-INS]: This statement is required and should not be altered. Note: If the foreign corporation is not an insurer, you may not use Form S&DC-INS, and must use Form S&DC-S/N to qualify the foreign corporation.
- The Statement and Designation by Foreign Corporation form must be signed by an officer of the foreign corporation.
Filing Fee
The fee for filing the Statement and Designation by Foreign Corporation form is $100 [for stock, professional and insurer corporations] and $30 [for nonprofit/nonstock corporations]. (California Government Code section 12186.)
Certificate of Qualification
Upon filing the Statement and Designation by Foreign Corporation, the California Secretary of State will issue a Certificate of Qualification to the foreign corporation. Note: The Certificate of Qualification is only issued at the time of registration and will not be reissued if lost or misplaced.
File a Document
Register a Foreign Corporation
Request Information
Certificates, Copies, Status Reports
Registered Agent
Reserve a Name
Service of Process
Statement of Information
A Statement of Information (Form SI–550) must be filed with the California Secretary of State within 90 days after filing the Statement and Designation by Foreign Corporation form and each year thereafter during the applicable filing period. The applicable filing period is the calendar month in which the Statement and Designation by Foreign Corporation form was filed and the immediately preceding five calendar months. (California Corporations Code section 2117.)
Minimum Tax Requirement
Most foreign corporations transacting business in California must pay a minimum tax of $800 to the California Franchise Tax Boardeach year. (California Revenue and Taxation Code section 23153.) For more information, please refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) (pdf).