In order to register as a Foreign Corporation in the state of California, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.



If the date on your Good Standing Certificate is older than 6 months then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a California Foreign Corporation.

You can use the same name in California that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your California Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the California Foreign Corporation name that you choose must be distinguishable from the name of any other registered California Corporation or other business entity and the name must also be different from any reserved names on record with the state of California.  Your California Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your California Foreign Corporation name must not be a name that is likely to mislead the public.

The name of a California Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.

It's important to choose a good name for your California Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the California Secretary of State (and pay a fee).

Every California Foreign Corporation must have an address that is physically located in the state of California.  This address is "registered" with the California Secretary of State.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of California to receive all correspondence on behalf of the California Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many California Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of California or to provide a distinct level of privacy.

In order to Qualify as a Foreign Corporation in California you must file Registration Documents with the California Secretary of State.  In California the registration documents are named "Statement and Designation by Foreign Corporation".

The registration documents must include certain specific information about your California business.  If the Registration Documents do not conform exactly to state of California requirements they will be rejected. 

If you need to change any of the information on your registration documents after your California Foreign Corporation has been approved, you may amend the registration documents for your California Foreign Corporation but you will have to pay a fee to the state of California in order to make the changes official.

  You may choose that your California Foreign Corporation to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 

You may choose to have your California Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any California Corporate Income Tax.

The state of California imposes two taxes on Corporations which do business in California - a Franchise tax and an Income Tax.

Both C Corporations and S Corporations are subject to a minimum California Corporate Franchise tax of $800.

The minimum California Corporate Franchise tax is due the first quarter of each accounting period and must be paid whether the California corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months.

The minimum California Corporate Franchise Tax is waived on newly formed or qualified corporations filing an initial return for their first taxable year.

Note that forming a California Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A California Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your California Foreign Corporation within California you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your California Foreign Corporation vary depending on your business activities and the specific locations within the state of California in which you want to conduct business.

If your California Foreign Corporation will be selling products in California you may be required to obtain a Reseller's Permit from the appropriate California state agency.  If your California Foreign Corporation will be selling products in California you will also be responsible for all applicable local and state of California sales taxes if there are any.

An Initial Statement of Information must be filed with the California Secretary of State within 90 days of your incorporation date.

In addition, an Annual Statement of Information must be filed with the California Secretary of State every year.  This report includes information on directors and officers, the corporation's general business activity, and additional details for corporations which are traded publicly. 

The California Corporation Statement of Information includes basic information about your California Foreign Corporation including information on your Officers and Directors.

Failure to submit a properly completed California to the California Secretary of State on or before the due date may subject the California Foreign Corporation to being administratively dissolved in the state of California or having its authority to transact business in the state of California revoked by the California Secretary of State.

Penalties may accrue if you fail to file any California Foreign Corporation to the California Secretary of State by the due date.

Foreign Corporations that either do business in the state of California or that derive income from sources within the state of California are subject to California and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides California, you must allocate the amount of income derived from the state of California in order to determine your California state taxes.