Information about registering foreign company in California

Foreign not-for-profit corporations

• A FOREIGN CORPORATION is a corporation incorporated by any jurisdiction other than California to transact business.

The name of the corporation

• The name must not be likely to mislead the public, be the same as, or resemble so closely as to lead to deception, the name of a domestic or qualified foreign corporation, a name under reservation, or the registered or assumed name of a foreign corporation. The name would need Superintendent of Bank's approval if it contained the words "Bank," "Trust," or "Trustee."

Foreign nonprofit corporations must file a signed statement consistent with the requirements of California Corporations Code Section 2105 to qualify to transact intrastate business in California. The downloadable Statement and Designation by Foreign Corporation form in Adobe PDF has been designed for compliance with these requirements. The form can be viewed, filled in and printed using your Web browser and Adobe's Acrobat Reader 5.0.5 or higher. The current version of Acrobat is available free from Adobe's website.

An original 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. The certificate must also indicate the corporation is a nonstock, nonprofit corporation. A certified copy of the Articles of Incorporation does not meet statutory requirements and cannot be accepted in lieu of the required original certificate.

• Articles of Incorpoartion containing the following information :
• • To qualify to transact intrastate business in California the attached Statement and Designation by Foreign Corporation form must be completed with the information called for in the form itself. The information must be typed with letters in dark contrast to the paper. Documents submitted with poor microfilm characteristics will be returned unfiled.
  • There must be annexed to this statement, an original certificate by an authorized public official of the state or place of incorporation of the corporation, to the effect that the corporation making the statements is an existing corporation in good standing in that state or place. The certificate must also indicate the corporation is a nonstock, nonprofit corporation.
  • No domestic corporation may be designated as agent for service of process unless it has filed with the California Secretary of State a Certificate pursuant to California Corporations Code Section 1505, and no foreign corporation may be designated unless it has qualified for the transaction of intrastate business in California and has filed with the California Secretary of State a Certificate pursuant to Corporations Code Section 1505. A domestic or foreign corporation must be currently authorized to engage in business in this state and be in good standing status on the records of the California Secretary of State to file a certificate pursuant to this section.
  • If a corporation is required to qualify under an assumed name (a name other than the true corporate name) pursuant to Corporations Code Section 2106(b), the first line of the statement form must be completed with the true corporate name, followed by the words "which will do business in California as " and the assumed name. The assumed name should not be included with the corporate name anywhere else in the statement.
  • If the corporation changes its name, the corporation must file an Amended Statement by Foreign Corporation.
  • Nonprofit corporations intending to apply for franchise tax exemption should include at least one copy of the Statement and Designation form, along with the original, when submitting documents for filing.

• Filling Fees :
• • The fee for filing the Statement and Designation by Foreign Corporation for a nonprofit, nonstock corporation is $30.00. Check(s) should be made payable to the Secretary of State.
  • A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento office or in any of the regional offices located in Fresno, Los Angeles, San Diego and San Francisco. The $15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail.