Register Foreign Corporation

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How to Register a Foreign Corporation or LLC in California

Step 1: Is your entity name already in use?

Check to see if the name of the Corporation or LLC you are want to Register Foreign Corporation is already in use. If your entity name is already taken, you may need to modify your entity name slightly to Foreign Corporation in that state.

To check names in California:

Corporation

http://www.sos.ca.gov /business /corp/corp_naav.htm

LLC

http://www.sos.ca.gov /business/llc/ llc_naav.htm

Step 2: Complete Application Form

Obtain an application from the state’s department of commerce. The application will be called something like, “Application for Authority to Conduct Affairs” or “Foreign Entity Registration of Corporation or LLC”. Often, you can download this from your state’s official Web site.

All California registration Forms are located here:

Step 3: Certificate of Good Standing for Foreign Entities

If your Register Foreign Corporation or LLC is domestic (same state), you can skip this step.

If you are a foreign organization, go to the secretary of state in the state where you are incorporated, and get a Certificate of Good Standing. This must be attached to the application form.

For foreign entities wishing to register in California, the certificate must be dated within 6 months of the time of filing shelf corporation.

Step 4: File Application, Fee, and Return Envelope with Department of Commerce

File your application and fee with state’s department of commerce. Know that nonprofit corporations may qualify for reduced filing fees.

For California, you may hand deliver for over the counter processing to one of the regional offices (Sacramento, LA, San Francisco, Fresno, San Diego) from 8 am – 4:30 pm. Call 916-657-5448 for complete current addresses. If a document is hand delivered there is an additional $15 counter fee and must be remitted separately. All offices accept checks or money orders made out to California Secretary of State.

  • The main office at the capitol is:
    Business Entities Section (For hand deliveries)1500 11th St – 3rd Floor, Sacramento, CA 95814, 916-657-5448
  • Mailing Address:
    Document Filling Support Unit, PO 944260, Sacramento, CA 94424-2600

To facilitate the processing of documents sent to Sacramento, please attached a self addressed envelope and a letter referencing the corporate name as well as your name, return address, and phone should also be submitted.

California Taxes

Step 1: Know that, since you are choosing to take advantage of all the rights and amenities of the state in which you are operating as a Registered Foreign Corporation, you will be obligated to contribute to the health and wealth of that state. This may mean filing taxes and paying other fees within that state.

All California tax forms :

http://www.ftb.ca.gov/forms/index.shtml

Organize in California

Corporations that organize in California, register in California, conduct business in California, or receive California source income, must file California Form 100.
The California Estimated Tax Form 100 (ES100) http://www.ftb.ca.gov/forms/2008/08_100es.pdf
The return due date is the 15th day of the third month after the close of the taxable year.

Corporation Tax

A shelf Corporation is taxed on its net income at a rate of 8.84 percent, with a minimum tax of $800. The minimum franchise tax ($800) is due the first quarter of each accounting period and must be paid whether the corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months. The minimum tax is waived on newly formed or qualified corporations filing an initial return for their first taxable year.

LLCs

All LLCs classified as corporations that organize in California

All Registered Foreign Corporation classified as corporations that organize in California, register in California, conduct business in California, or receive California source income, must file California Form 100. The California Form 100 must be filed by the 15th day of the third month after the close of the LLC’s taxable year.

The LLC will be taxed at the corporate tax rate of 8.84 percent and will be subject to a minimum tax of $800.

All LLCs classified as partnerships or disregarded entities that organize in California, Register a Foreign Entity in California, or conduct business in California, must file California Form 568 Limited Liability Company Return of Income. California Form 568 must be filed by the 15th day of the fourth month after the close of the LLC’s taxable year.

LLC Required Form

An LLC required to file Form 568 pays an annual tax of $800, and may be subject to a fee based on total annual gross worldwide income. The annual tax is due by the 15th day of the fourth month of the taxable year, and is paid using CA Form 3522. http://www.ftb.ca.gov/ forms/2008/08_3522. pdf CA Form 3522

LLC Required Form

In addition, an LLC filing Form 568 that has members that are not residents of California must file the agreements of those non-resident members acknowledging that California may tax them and may collect tax from them, agreeing to file a California return and pay tax on the members’ share of California source income of the shelf LLC. For any non-residents that do not sign an agreement, the LLC must pay tax on the nonresidents’ share of LLC income.