California Foreign Corporation Registration
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You can register a foreign (out-of-state) corporation in California by filing a Statement and Designation by Foreign Corporation (Form S&DC-S/N), along with a Certificate of Good Standing, to the Secretary of State’s office. Through June 2023, there is no filing fee, so now is the time to register. The fee is normally $100.
Once your application has been processed, your corporation will be allowed to conduct business in California.
What You Need for Foreign Corporation Registration:
- Statement and Designation by Foreign Corporation
- Certificate of Good Standing (no older than six months)
- California Registered Agent
How to Register a Foreign Corporation in California
Obtain a Current Certificate of Good Standing
Foreign corporation registration in California requires a Certificate of Good Standing from your home state. This can be obtained from your local Secretary of State’s office.
Select a Name for Use in California
Most likely your corporate name will meet the legal standards for business names set out in state law, but if it does not you will need to submit an assumed name for use strictly within California. It is also possible that your corporation’s name is already in use by another company, in which case you must register an assumed name.
While not necessary for filing the Form S&DC-S/N, you can submit a California name reservation to reserve your name for a limited period of time. Name reservations come with a $10 filing fee.
Submit a Statement and Designation by Foreign Corporation
To register your foreign corporation in California, you must submit a Statement and Designation by Foreign Corporation to the Secretary of State’s office. Accompanying this document must be a current Certificate of Good Standing.
Once the filing is processed, the SOS will mail you a plain copy of your filed document free of charge. Certified copies are available for $5.
File Statement of Information
Every corporation in California must file a Statement of Information within 90 days after registering with the Secretary of State.
After your Initial Statement is filed, you will need to file an SI every year to maintain compliance with the SOS.
What Information is on the Statement & Designation?
The following information is listed on the Statement and Designation (Form S&DC-S/N):
- Corporation Name
- Home Jurisdiction
- Physical Address of Principal Office
- Physical Address of California Office (if applicable)
- Mailing Address of Principal Office
- California Registered Agent Information
- Signature of Authorized Individual
Annual Requirements for Foreign Corporations
Every corporation registered in California must remit the annual $800 Franchise Tax fee as required by the California Revenue and Taxation Code Section 23153.
If the corporation is publicly traded, it must also file a Corporate Disclosure Statement every year within 150 days of the end of the corporation’s fiscal year. There is no fee to file.