What is California Corporation Foreign Qualification
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You want to do business in California but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of California you must register with the California Secretary of State as
a Foreign Corporation.
The process of registering as a Foreign Corporation in California is called California Corporation Foreign Qualification.
The process of California Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in California.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your California Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the California Foreign Corporation.
Specific requirements to qualify as a Foreign Corporation in California are explained below.
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Once you have made the decision to Qualify as a Foreign Corporation in California,
a California lawyer can file your documents and act as a middle man for a few hundred dollars an hour;
or you can use an online service provider like PCF to perform these services.
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Put the money you save with PCF right where it belongs - into your new
California Foreign Corporation
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What do I have to do to Qualify as a Foreign Corporation in California
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1. Prove that you are registered in a state other than California as a Domestic Corporation
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- PCF can get your Certificate of Existence as quickly as possible from any state
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In order to register as a Foreign Corporation in the state of California, you must first prove that you are registered in another state as a
Domestic Corporation.
You usually prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the
state in which you are registered as a Domestic Corporation.
Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
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2. Choose a name for your California Foreign Corporation
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- PCF will check to make sure that your California Foreign Corporation name is available, conforms to state of California
Corporation naming regulations, and will reserve the Foreign Corporation name with the California Secretary of State.
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Your California Foreign Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the California Foreign Corporation name that you choose must be distinguishable from the name of any other registered California Corporation or other
business entity and the name must also be different from any reserved names on record with the state of California.
Your California Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the
Articles of Incorporation for your Domestic Corporation
and your California Foreign Corporation name must not be a name that is likely to mislead the public.
California state law restricts the use of certain words and phrases in Corporation names.
Specific California Corporation naming regulations can be found here.
It's important to choose a good name for your California Foreign Corporation because if you want to change it after you qualify you
will have to file amended documents with the California Secretary of State (and pay a fee).
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3. Select an official address and a Registered Agent for your California Foreign Corporation
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- PCF can act as the official Registered Agent for your California Foreign Corporation.
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Every California Foreign Corporation must have an address that is physically located in the state of California.
This address is "registered" with the California Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of California to receive all correspondence on behalf of the California
Foreign Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many California Foreign Corporations hire a Registered Agent because they don't have a physical
address within the state of California or to provide a distinct level of privacy.
PCF provides Registered Agent services in California as well as any other state.
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4. File Registration Documents with the California Secretary of State
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PCF can compile Registration Documents that are specific to your California business and file them with
the California Secretary of State.
Should the need arise, PCF can also draft and file amendments to your Registration Documents.
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In order to Qualify as a Foreign Corporation in California you must file Registration Documents with the California Secretary of State.
The Registration Documents must include certain specific information about your California business.
If the Registration Documents do not conform exactly to state of California requirements they will be rejected.
You may subsequently amend the Registration Documents for your California Foreign Corporation but you will have to pay a fee to
the state of California in order to make the changes official.
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What do I have to do after I form my California Foreign Corporation
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1. Obtain Business Licenses from the cities and counties in which you plan to do business
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- PCF can prepare the necessary forms for your city business license and include them in your California Foreign Corporation package.
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The business licenses or permits that are required for your California Foreign Corporation vary depending on your specific business
activities and the California locations in which you want to conduct business.
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2. File the required reports for your California Foreign Corporation
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- PCF can file your Initial report as well as your Annual Statement of Information each year by the due.
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An Initial Statement of Information must be filed with the California Secretary of State within 90 days of your incorporation date.
In addition, an Annual Statement of Information must be filed with the California Secretary of State every year.
This report includes information on directors and officers, the corporation's general business activity, and additional details for corporations which are traded publicly.
The Annual Statement of Information includes basic information about your California Foreign Corporation including information on your Board of Directors and Officers.
Failure to submit a properly completed California Annual Statement of Information to the California Secretary of State on or before the
due date may subject the California Foreign Corporation to being administratively dissolved in the state of California or having its authority to
transact business in the state of California revoked by the California Secretary of State.
Penalties may accrue if you fail to file any California Corporation Annual Statement of Information to the California Secretary of State by the due date.
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3. Keep proper records of your California Foreign Corporation on file
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Keep the following records on file and available at the principal business office of your California Foreign Corporation:
- Names and addresses of all Directors and Officers of the California Foreign Corporation
- Articles of Incorporation and any Amendments to them
- Corporate Bylaws and any Amendments to them
- List of current shareholders of the Foreign California Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the California Foreign Corporation
- Copies of all tax returns and Annual Reports for the California Foreign Corporation for the last 3 years
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4. Pay your taxes to the state of California
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Foreign Corporations that either do business in the state of California or that derive income from sources within the state of California are subject to California
tax laws.
If you are engaged in intrastate business and derive income from other states besides California, you must allocate the amount of income derived
from the state of California in order to determine your California state taxes.
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