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Statement And Designation By Foreign Corporation (Professional) - California
| Statement And Designation By Foreign Corporation (Professional) 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 Professional Corporations To qualify a foreign (out-of-state or out-of-country) professional 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 sections 2105 and 13404.5.) Note: The foreign professional corporation must be authorized by the California Business and Professions Code to qualify in the State of California. Currently, this authority includes only the professions of law and accountancy. 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 Requirement 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).) 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 that are 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 $100.00. 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." 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 2 Secretary of State Information S&DC-PROFESSIONAL (Rev. 02/2012) Fees (continued) 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. 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 professional corporation is a taxable entity and subject each year to an $800 minimum franchise tax. Therefore, the corporation must file a return and pay the associated tax every year until the corporation has surrendered its right to transact intrastate business in the State of California. For further information regarding franchise tax requirements, refer to the Franchise Tax Board's website at https://www.ftb.ca.gov or call the Franchise Tax Board at: From within the United States (toll free) ..........................................................................................(800) 852-5711 From outside the United States (not toll free) ..................................................................................(916) 845-6500 Automated Telephone Service - From within the United States (toll free) .......................................(800) 338-0505 Automated Telephone Service - From outside the United States (not toll free)...............................(916) 845-6600 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 business entity name regulations and
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