What Is a Statement and Designation by Foreign Corporation

Most likely, your company name will meet the legal standards for business names set out in state law, but if not, you`ll need to submit an accepted name for use exclusively in California. It is also possible that your company name is already used by another company, in which case you will need to register an accepted name. To register your foreign company in California, you must provide the Secretary of State`s office with a declaration and designation by foreign companies. This document must be accompanied by an up-to-date insurance certificate. Step 3 – In the “Service of the Process” section, indicate the representative of the registered company who is authorized to obtain court documents in case this company is sued. This agent must be of legal age, must have an address in the State of California, and must not be your own company. Enter the full name of the representative of the registered company in point 3a and, if this agent was not previously registered, enter his address in point 3b. Point 3b does not allow a PO Box address, it must be a physical postal address. A foreign company is simply a company that was founded outside of California, but has registered with the California Secretary of State to do business in California. In this case, alien simply means “out of state”. DISCLAIMER #1 – Qualification as a foreign company gives the state the option to tax the company for the business it carries on in that state. This tax can be levied in addition to any other tax of the founding State (essentially a possible double taxation). California Declaration and Designation by Foreign Companies | S&DC-S/N must be filed by foreign companies that wish to open and operate a business in the State of California.

This requires documents from different entities, so make sure they are aware of the laws in effect both in California and in the home state of the entity that makes up the California company. To properly file the minimum filing requirements, the original and completed California Declaration, a certificate of good repute from the home state (dated within six months of filing these items), all required supporting documents and payment of all applicable fees are required. When setting up a for-profit corporation, the deposit fee is $100.00. If you are filing for a non-profit organization, the deposit fee is $30.00. It is important to note that if you are filing a foreign non-profit corporation in the state of California, the certificate of good repute filed in the home state must state that the company is a non-profit or unlisted corporation. The We The People Statement and Designation by Foreign Corporation form can be used to register a foreign company (which was not incorporated in California) to do business in California. You can register a foreign (non-state) company in California by filing a declaration and designation by a foreign company (Form S&DC-S/N) as well as a certificate of good repute with the Secretary of State`s office. There is a $100 registration fee. Each State shall require a foreign company to provide the name and address of a registered agent in order to provide the State with a means of communicating with the foreign company. The registered representative (a person or company) usually needs to be located in the state and provide a physical address (not a POST Box).

The form must be signed and dated by a senior manager. Please also note that a registration fee is charged for registration as a foreign company. The filing fee for registering a foreign company in California is $100. For $139 plus the $100 filing fee (and your state`s reputable certificate fee), we register your foreign company in California on your behalf. The Secretary of State requires a foreign corporation to complete a form commonly referred to as a “foreign company certificate” or “declaration and designation by a foreign company.” In this form, the name of the company, the state of incorporation, the address of the registered office in the State of incorporation, the address of the registered office in the foreign State, as well as the name and address of the representative registered for that State are requested. An enterprise that does business in one State if it is registered in another is considered a foreign company and must be considered a foreign company in order to be able to do business legally in that State. For example, a Nevada-registered company that wants to do business in California would be considered a foreign company in California and, therefore, the Nevada company would have to qualify (or register, depending on the state) as a foreign company to do business in California. States typically have a similar filing process to qualify (or register) as a foreign company, but some states may require a little more (please contact the respective Secretary of State for detailed requirements for that state). However, here are the general requirements that almost all states will require. Step 1 – Under “Company Name”, you must indicate the name of your company exactly as it appears on the certificate obtained in its original state in the lines next to point 1.

In some cases, the original company name may not be available or may not comply with the laws of the State of California. In such cases, report the name your business will take in this state. You can use phrases such as “The exact name of the company is [company name as stated on the certificate of good repute of the home state] and do business in California as [assumed name under which your company will operate in the state of California]. Many states also require that a “certificate of good repute” (or “certificate of authorization” or “certificate of existence” depending on the state) be filed by the foreign company with the form described above. This certificate is used as proof that the foreign company exists and is licensed to operate in that foreign state/country. This certificate is issued by an official of the founding State. States will be creative in taxing foreign companies and pushing the boundaries of what constitutes “commercial transactions” within a State, so that the definition of “commercial transactions” will evolve and vary from state to state. For these reasons, it may be important to consult with a lawyer to find out whether a particular corporation should qualify or be registered as a foreign corporation. Penalties for non-registration can be costly. Yes. A reputable certificate is required to qualify your foreign company in California.

You must attach it to your application for registration abroad. Each business registered in California must transfer the $800 annual franchise fee pursuant to Section 23153 of the California Revenue and Taxation Code. In order for a foreign company to do business in California, the foreign company must file with the California Secretary of State a foreign company declaration and designation form. Step 5 – At the end of this document, there is enough space for an absorber to sign and print its name. This section requires any officer of the foreign company authorized by that company to submit this document to provide their signed and printed name. Once your application is processed, your company will be allowed to do business in California. DISCLAIMER #2 – Not all transactions that take place in a state are considered “commercial transactions” in that state. Each state may have a unique interpretation of what is considered “commercial transactions” within that state, so some companies may not need to qualify or register with a particular state to do business in that state. Step 6 – Once you have received all the required documents and verified the information contained in this document, you can submit them to the California Secretary of State with the payment of the required fee. If it is a for-profit corporation, the deposit fee is $100.00. For an additional $5.00, you can obtain a certified copy of the statement submitted upon request and payment. .

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