California Foreign Corp Registration
California Foreign Corp Registration
California Foreign Corp Registration
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Additional Requirement
A certificate by an authorized public official of the state or place of incorporation, to the effect that the corporation is an existing corporation in good standing status in that state or place, must be attached to the Statement and Designation by Foreign Corporation form at the time of filing. (California Corporations Code section 2105(b).) Note: A certified copy of the Articles of Incorporation does not meet statutory requirements and cannot be accepted in lieu of the required certificate.
Where to File
Documents can be delivered:
by mail to Secretary of State, Document Filing Support Unit, P.O. Box 944260, Sacramento, CA 94244-2600. To facilitate the processing of documents mailed to our Sacramento office, a selfaddressed envelope and a letter referencing the corporate name, a return address and the name and telephone number of the person submitting the document also should be submitted. in person (drop off) between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday (excluding holidays). The office locations are as follows: Sacramento Office 1500 11th Street, 3rd Floor Sacramento, CA Los Angeles Regional Office 300 South Spring Street, Room 12513 Los Angeles, CA
Note: The Los Angeles regional office is only able to process qualification documents delivered in person (drop off). Please refer to our website at www.sos.ca.gov/business/regional.htm for detailed information regarding the submission of documents to the Los Angeles regional office. Please refer to our website at www.sos.ca.gov/business/be/processing-times.htm for current processing times at our Sacramento office.
Fees
The fee for filing the Statement and Designation by Foreign Corporation is $100.00. A $15.00 special handling fee is applicable for processing documents delivered in person (drop off) to the Sacramento office or the Los Angeles regional office. The special handling fee is in addition to the filing fee, should be included in a separate check, and will be retained whether the document is filed or rejected.
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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." After the foreign corporation has qualified, an Amended Statement by Foreign Corporation form must be filed with the California Secretary of State whenever the name of the corporation is changed in the foreign jurisdiction and whenever the corporation makes a change affecting an assumed name under California Corporations Code section 2106(b). (California Corporations Code section 2107(a).) The Amended Statement by Foreign Corporation form is available on our website at www.sos.ca.gov/business/be/forms.htm.
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Fees (continued)
The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee in lieu of the special handling fee. Please refer to our website at www.sos.ca.gov/business/be/service-options.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filings services are not applicable to documents submitted by mail. Payments for documents submitted:
by mail to Sacramento can be made by check or money order. in person (drop off) at the Sacramento office can be made by check, money order, cash, or credit card (Visa or MasterCard). in person (drop off) at the Los Angeles regional office can be made by check, money order, or credit card (Visa or MasterCard). The Los Angeles regional office is not able to accept cash.
Copies
The Secretary of State will certify up to two copies of the filed document without charge, provided that the complete copies with any attachments are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified with payment of $8.00 per copy.
Additional Resources
All corporations are subject to state and federal tax laws and may be subject to additional requirements depending on the type of corporation and/or the type of business conducted. Please refer to our Business Resources webpage at www.sos.ca.gov/business/be/resources.htm for a list of other agencies you may need to contact to ensure proper compliance. Note: The Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation. Name restrictions apply to most business entities. Please refer to our website at www.sos.ca.gov/business/be/name-availability.htm for business entity name regulations and the most common statutory requirements and restrictions relating to the use or adoption of a business entity name in California.
Statement of Information
A Statement of Information (Form SI-350) is required to be filed with the Secretary of State annually during the applicable filing period. The applicable filing period is the calendar month during which the initial Statement and Designation by Foreign Corporation was filed and the immediately preceding five calendar months. (California Corporations Code section 2117.) The required statement can be filed online at https://businessfilings.sos.ca.gov/. Alternatively, Form SI-350 is available on our website at www.sos.ca.gov/business/be/statements.htm and can be viewed, filled in and printed from your computer for mail or drop off submission.
Secretary of State Information S&DC-STOCK (REV 04/2010) Page 2 of 2
the corporation must qualify under an assumed name (i.e., a name other than the true corporate name) as required by California Corporations Code section 2106(b). If an assumed name is required, complete the first line of the form with true corporate name, followed by the words "which will do business in California as (state the assumed name) .
Name restrictions apply to most business entities. Please refer to our Name Availability
webpage at www.sos.ca.gov/business/be/name-availability.htm for business entity name regulations and the most common statutory requirements and restrictions relating to the use or adoption of a business entity name in California.
Enter the jurisdiction (state or place of incorporation) of formation of the foreign corporation.
Enter the complete address, including the zip code, of the principal executive office of the foreign corporation. Please do not abbreviate the name of the city. Enter the complete address, including the zip code, of the principal office in California, if any. Please do not abbreviate the name of the city. If an individual is designated as the agent for service of process,1 complete Item 3 with the name of the agent and the agents business or residential street address in California (a P.O. Box address is not acceptable). Please do not enter in care of (c/o) or abbreviate the name of the city. Do not complete Item 4 when the agent is an individual. If another corporation is designated as the agent for service of process, complete Item 4 with the name of the corporate agent exactly as it appears on the records of the California Secretary of State. Note: Before another corporation may be designated as agent, that corporation must have previously filed with the Secretary of State a certificate pursuant to California Corporations Code section 1505. A corporation cannot act as its own agent and no domestic or foreign corporation may file pursuant to Section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the California Secretary of State. Do not complete Item 3 when the agent is another corporation.
Item 4:
Item 5:
This exact statement is required by the California Corporations Code and should not be altered.
Execution: The Statement and Designation by Foreign Corporation form must be signed by an officer of the foreign corporation.
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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: The agent must agree to accept service of process on behalf of the corporation prior to designation.
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(State or Place of Incorporation)
1. The address of its principal executive office is 111 2ND AVENUE N, SUITE 900,
3. (Use this paragraph if the process agent is a natural person.) , a natural person residing in the State of California, whose complete street address is , is designated as agent upon whom process directed to this corporation may be served within the State of California, in the manner provided by law. 4. (Use this paragraph if the process agent is another corporation.) , a corporation organized and existing under the laws of , is designated as agent upon whom process directed to this corporation may be served within the State of California, in the manner provided by law. 5. It irrevocably consents to service of process directed to it upon the agent designated above, and to service of process on the Secretary of State of the State of California if the agent so designated or the agent's successor is no longer authorized to act or cannot be found at the address given.
If an individual is designated as the agent for service of process, include the agents business or residential street address in California (a P.O. Box address is not acceptable). If another corporation is designated as the agent for service of process, do not include the address of the designated corporation. Note: Corporate agents must have complied with California Corporations Code section 1505 prior to designation, and a corporation cannot act as its own agent.
Secretary of State Form S&DC-STOCK/NONPROFIT (REV 04/2010)
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