In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in Delaware wants to do business in California.  The Delaware Corporation is a "Domestic" Corporation in Delaware and will be a "Foreign" Corporation in California.

The Delaware Foreign Corporation needs to register with the California Secretary of State as a California Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

You want to do business in the state of 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 Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your California Foreign Corporation.  The Officers and Directors 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. 

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 All Business Documents to perform these services.

The short answer is no.  The state of California does not legally require a lawyer to form a California Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a California Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in California that you're not sure about you should seek the advice of a competent California lawyer, a California accountant, or both before you form a Foreign Corporation in California.

Once you have made the decision to form 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 All Business Documents to perform these services and save money that you can use in your new California Foreign Corporation.

You are not legally required to reserve a Company Name for a new California Foreign Corporation before you submit your application to Form a Foreign Corporation in California.

The Foreign Corporation name that you have registered in your home state may or may not be available in California.  In that case you need a different name your California Foreign Corporation.  Whether or not you need to reserve a company name for your new California Foreign Corporation depends entirely on your business situation.  The California Secretary of State uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that California Foreign Corporation Name.

If the Name you have chosen for your new California Foreign Corporation is already in use by a currently active California Foreign Corporation or LLC then you will have to register a DBA Name with the county recorder in each California county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

In California a DBA Name is called a Fictitious Name.

We verify that the Name you have chose for your new California Foreign Corporation is available before we submit your Foreign Corporation filing to the California Secretary of State.  If necessary we can register a Fictitious Name in California for you so that you can open your new California business as quickly as possible.

1. Prove that you are registered in a state other than California as a Domestic Corporation
   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 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.
   
   
   If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 6 months from the date of your application for California Corporation Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 6 months then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a California Foreign Corporation.
   We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your California Foreign Corporation
   You can use the same name in California that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  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 Your California Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a California Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   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).
   We will check to make sure that your requested California Foreign Corporation name is available and conforms to all state of California Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your California Foreign Corporation
   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 cannot be a PO Box and 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.
   We provide Registered Agent services in California as well as all other states and the District of Columbia.
4. File Registration Documents with the California Secretary of State
   In order to Qualify as a Foreign Corporation in California you must file Registration Documents with the California Secretary of State.  In California the registration documents are named "Statement and Designation by Foreign Corporation".
   
   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. 
   
   If you need to change any of the information on your registration documents after your California Foreign Corporation has been approved, you may 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.
   
   
5. Determine how you want your California Foreign Corporation to be taxed
   The California Corporate Income Tax Rate is %.  You may choose that your California Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your California Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any California Corporate Income Tax.
   
   The state of California imposes two taxes on Corporations which do business in California - a Franchise tax and an Income Tax.
   
   Both C Corporations and S Corporations are subject to a minimum California Corporate Franchise tax of $800.
   
   The minimum California Corporate Franchise tax is due the first quarter of each accounting period and must be paid whether the California corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months.
   
   The minimum California Corporate Franchise Tax is waived on newly formed or qualified corporations filing an initial return for their first taxable year.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your California Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your California Foreign Corporation
3. Keep proper records of your California Foreign Corporation on file
4. Pay your taxes to the state of California

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming a California Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A California Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your California Foreign Corporation within California you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your California Foreign Corporation vary depending on your business activities and the specific locations within the state of California in which you want to conduct business.
   
   If your California Foreign Corporation will be selling products in California you may be required to obtain a Reseller's Permit from the appropriate California state agency.  If your California Foreign Corporation will be selling products in California you will also be responsible for all applicable local and state of California sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your California Foreign Corporation
   
   We can file your Initial report as well as your Statement of Information each year
   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 California Corporation Statement of Information includes basic information about your California Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed California 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 Foreign Corporation to the California Secretary of State by the due date.
   
   
3. Keep proper records of your California Foreign Corporation on file
   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
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign California Foreign 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
   
   
   
4. Pay your taxes to the state of California
   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 and federal 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.

In order to Incorporate in California you'll need the following information about your new Company:

• The name of your new California Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in California (not a PO Box)
  
• A good standing certificate for your Domestic Corporation from your home state no older that 6 months
• A description of the nature of the business you are planning to operate with the California Foreign Corporation
• Names and addresses of the initial Directors of the California Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation in California becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in California.

Processing times for new California Foreign Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new California Foreign Corporation applications takes the state around 5-10 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new California Foreign Corporation.

The California Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the California Secretary of State.

In our experience 5-10 business days is the time it usually takes the California Secretary of State to process a new California Foreign Corporation application. We get your California Foreign Corporation application to the CA Secretary of State ASAP. Once it is at the state we have no control over the new California Foreign Corporation application process.

The state of California charges $145.00 to Form a Foreign Corporation in CA.  Also add the cost of a Good Standing Certificate from your home state.   If you choose us to help you Form your Foreign Corporation in California our processing fees are $145.00.  This includes:

• Same day processing of your new California Foreign Corporation order
• CA Name Check and Reservation
• Prepare Statement and Designation by Foreign Corporation
• File Formation Documents with the California Secretary of State
• Certified Copies of Formation Documents
• California Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support