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Statement And Designation By Foreign Corporation (Nonprofit) - California
| Statement And Designation By Foreign Corporation (Nonprofit) Form. This is a California form and can be used in Foreign Corporations Corporations Secretary Of State . |
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Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Requirements for Qualification of Foreign Nonprofit Corporations To qualify a foreign (out-of-state or out-of-country) nonprofit corporation to transact intrastate business1 in the State of California, the foreign corporation must file the enclosed Statement and Designation by Foreign Corporation form with the California Secretary of State. (California Corporations Code section 2105.) Upon the filing of the Statement and Designation by Foreign Corporation form, a Certificate of Qualification will be issued to the corporation by the California Secretary of State.2 Note: The Certificate of Qualification is issued only at the time of qualification and will not be reissued if lost or misplaced. Additional Requirements A Certificate of Good Standing, issued within the last six months by the agency in the state or country where the foreign corporation was formed originally, must be attached to the Statement and Designation by Foreign Corporation at the time of filing with the California Secretary of State. (California Corporations Code section 2105(b).) The certificate also must indicate the corporation is a nonstock, nonprofit corporation. Note: A certified copy of the corporation's Articles of Incorporation cannot be accepted in place of the required certificate. Where to File Documents can be delivered: by mail to Secretary of State, Document Filing Support Unit, P.O. Box 944260, Sacramento, CA 94244-2600. To facilitate the processing of documents mailed to our Sacramento office, a letter referencing the corporate name, a return address and the name and telephone number of the person submitting the document also should be submitted. in person (drop off) between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday (excluding holidays). The office locations are as follows: Sacramento Office 1500 11th Street, 3rd Floor Sacramento, CA Los Angeles Regional Office 300 South Spring Street, Room 12513 Los Angeles, CA Note: The Los Angeles regional office is only able to process qualification documents delivered in person (drop off). For detailed information about the submission of documents to the Los Angeles regional office, go to www.sos.ca.gov/business/regional.htm. For current processing times at the Sacramento office, go to www.sos.ca.gov/business/be/processing-times.htm. Fees The fee for filing the Statement and Designation by Foreign Corporation is $30.00. In addition to the filing fee, there is a non-refundable $15.00 special handling fee for processing documents that are delivered in person (drop off) at the Sacramento or Los Angeles regional office. 1 California Corporations Code section 191 defines "transacting intrastate business" as "entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce." 2 After the foreign corporation has qualified, an Amended Statement by Foreign Corporation form must be filed with the California Secretary of State whenever the name of the corporation is changed in the foreign jurisdiction and whenever the corporation makes a change affecting an assumed name under California Corporations Code section 2106(b). (California Corporations Code section 2107(a).) To get the Amended Statement by Foreign Corporation form, go to www.sos.ca.gov/business/be/forms.htm. Page 1 of 2 California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 Secretary of State Information S&DC-NONPROFIT (Rev. 02/2012) Fees (continued) The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee in lieu of the special handling fee. For detailed information about special handling or preclearance and expedited filing services, go to www.sos.ca.gov/business/be/service-options.htm. The special handling or preclearance and expedited filings services are not applicable to documents submitted by mail, and payment for those services should be made in a separate check. Payments for documents submitted: by mail to Sacramento can be made by check or money order. Please do not send cash by mail. in person (drop off) at the Sacramento office can be made by check, money order, cash, or credit card (Visa or MasterCard). in person (drop off) at the Los Angeles regional office can be made by check, money order, or credit card (Visa or MasterCard). The Los Angeles regional office is not able to accept cash. Checks or money orders should be made payable to the Secretary of State. Franchise Tax Requirements A qualified foreign nonprofit corporation is a taxable entity and subject each year to an $800 minimum California franchise tax unless the corporation has applied for tax-exempt status and the Franchise Tax Board (FTB) determines the corporation qualifies for tax-exempt status. Therefore, until such a determination is made, the corporation must file a return and pay the associated tax every year until the corporation formally surrenders its right to transact intrastate business. After filing the Statement and Designation By Foreign Corporation with the California Secretary of State, the qualified foreign nonprofit corporation may apply for tax-exempt status in California by mailing an Exemption Application (Form FTB 3500), along with an endorsed copy of the filed Statement and Designation by Foreign Corporation and all other required supporting documentation, to the Franchise Tax Board, P.O. Box 942857, Sacramento, California 94257-4041. To get Form FTB 3500, go to FTB's website at https://www.ftb.ca.gov or call FTB at (800) 338-0505. For further information about franchise tax exemption, go to FTB's website or call FTB at (916) 845-4171. Questions about franchise tax requirements must be directed to FTB. Additional Resources All corporations are subject to state and federal tax laws and may be subject to additional requirements depending on the type of corporation and the type of business conducted. For a list of other agencies you may need to contact to ensure proper compliance, go to www.sos.ca.gov/business/be/resources.htm. Note: The Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation. Name requirements and restrictions apply to most business entities. For b
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