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 wanting to register is already in use. If your entity name is already taken, you may need to modify your entity name slightly to register in that state.
To check names in California:
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 “Registering a Corporation or LLC”. Often, you can download this from your state’s official Web site.
All California registration Forms are located here:
Certificate of Good Standing for Foreign Entities
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.
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.
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 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.
Organize in California
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.
All LLCs classified as corporations that organize in California
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 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.