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If you are representing a business, we want you to be aware of deceptive solicitations being sent to many entities registered with the California Secretary of State.
To learn more about these deceptive solicitations, please reference our Customer Alerts webpage.
California businesses that receive one of these fraudulent solicitation letters or that have paid the company and received a fraudulent certificate should submit a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, all related documents if available, and a copy of the fraudulent certificate) to the California Attorney General, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244-2550. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website.
Please refer to our Name Availability webpage for complete information and request forms.
Online requests to check or reserve a corporation, limited liability company or limited partnership name are not available at this time.
A business entity can be formed in California by filing the applicable document or form (as described below) with the Secretary of State. The document samples and forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable document sample or form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:
To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting formation documents to the Secretary of State.
Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.
Once the business entity is formed or registered with the California Secretary of State it must obtain the necessary licenses and/or permits.
The Secretary of State does not issue licenses or permits for business entities. Please refer to the CalGold (California Government: On–Line to Desktops) website for information about business license/permit requirements. CalGold's online database provides links and contact information to agencies that administer and issue business licenses, permits and registration requirements from all levels of government.
Fictitious business names are filed with the county in which the principal place of business is located. Please check with the county for specific requirements.
No, bylaws and operating agreements (and any amendments thereto) are maintained by the business entity and are not filed with the Secretary of State. Requests for copies or information about these documents should be directed to the business entity itself.
Corporate seals may be obtained directly from an office supply or stationary company. The Secretary of State does not issue corporate seals.
Before transacting intrastate business in California the business must first qualify/register with the California Secretary of State. (California Corporations Code section 2105, 15909.02, 16959 or 17708.02.) California Corporations Code sections 191, 15901.02(ai) and 17708.03 define "transacting intrastate "as entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.
The Secretary of State's office cannot advise you as to whether or not the business must qualify/register to do business in California. If you require assistance in making that determination and to ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel.
A foreign business entity can qualify/register to transact business in California by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:
To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting qualification or registration documents to the California Secretary of State.
Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.
A domestic (California) or foreign (out–of–state or out–of–country) business entity can dissolve, surrender or cancel by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable form(s) for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:
To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting termination documents to the California Secretary of State.
Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.
The Secretary of State's office has been advised that letters are being sent to California corporations directing them to submit $495 and a completed form to a private company named Business Filings Division in order to dissolve their business entity. (See Example (PDF).) A similar letter is being sent to California limited liability companies.
The letter/form does not meet the requirements of the California Corporations Code, and a corporation cannot delegate the obligation to have the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution signed and verified by the shareholders, members, officers or directors of the corporation. Additionally, the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution must be submitted to the California Secretary of State's office for filing. Please note there is no filing fee associated with either document.
If you do intend to terminate your business entity, please refer to our Forms, Samples and Fees webpage for forms that meet the minimum content requirements of the California Corporations Code and instructions for these filings. The completed forms can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, Third Floor, Sacramento, California, 95814, or can be delivered in person to the Sacramento office at that same address. There is no fee for submitting these documents to our office by mail, however, there is a $15 service fee for submitting these forms in person for
California businesses that receive one of these fraudulent solicitation letters can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General's office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2250. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website at www.oag.ca.gov/consumers.
These solicitations are not being made by the California Secretary of State's office and are not being made by or on behalf of any governmental entity. Although a business entity can use an intermediary to submit filings and fees to our office, no business is required to go through another company in order to file its documents with the Secretary of State's office.
Statement of Information filing requirements vary depending on the type of entity (corporation or limited liability company), jurisdiction of formation, and for corporations, if the entity is a stock or nonprofit corporation. Statement forms are available on the Statements of Information webpage. Please refer to the applicable form for complete filing instructions, fees and relevant statutory filing provisions.
There are several agencies that administer a variety of taxes. Please refer to our Tax Information webpage for a list of agencies that can assist you in determining your tax obligations and provide you with information about tax reporting and taxpayer rights. Please refer to the CalGOLD (California Government: On–Line to Desktops) website for information about business license/permit requirements in California.
Some private companies have been soliciting business through mass mailings to business entities to prepare annual minutes and/or to file the Statement of Information with our office. These private companies are in no way affiliated with the Secretary of State or any other government agency, although the solicitations are made to appear similar to our Statement of Information form. Please refer to our Customer Alert webpage for additional information about these types of misleading solicitations.
California businesses in receipt of a solicitation letter that seems misleading or confusing can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General's office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2550. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website at www.ag.ca.gov/consumers/general.php.
A domestic (California) or foreign (out–of–state or out–of–country) business entity can change the recorded information by filing the applicable form (as described below) with the Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:
An agent for service of process is an individual who resides in California, or a corporation, designated to accept service of process (court papers) if the business entity is sued. If a corporation is designated as agent for service of process, that corporation must have previously filed a certificate pursuant to California Corporations Code section 1505.
A business entity cannot act as its own agent for service of process and no corporation may file a certificate pursuant to California Corporations Code section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State.
The Secretary of State does not provide a list of corporations authorized to act as agents for service of process. The private service companies listed on our Private Service Companies webpage may be able to assist you. Note: The Secretary of State's office does not endorse these service companies nor are they affiliated with the Secretary of State's office.
A domestic (California) or foreign (out–of–state or out–of–country) business entity can change the name and/or address of its designated agent for service of process by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:
Please refer to our Service of Process webpage for information about substituted service of process through the Secretary of State's office.
Penalties are assessed by the Franchise Tax Board when a business entity has not filed the required Statement of Information with the Secretary of State’s office. If the statement has not been filed timely, the entity is provided a notice of delinquency, and after 60 days from that notice, if no statement has been filed, the Secretary of State’s office notifies the Franchise Tax Board, who assesses and collects the penalty.
Every corporation and every limited liability company is required to file a statutory Statement of Information either every year or every two years as applicable. The Secretary of State mails a reminder postcard to the business entity's address of record approximately three months prior to the date its filing is due. If the business entity then fails to file the required statement, it is provided a notice of delinquency and an additional 60 days in which to file. Note: It is a business entity's responsibility to submit a statement even if it did not receive the reminder or the notice of delinquency, however, that is why it is important to keep the entity's address information up to date with the Secretary of State to ensure notices are received.
For more information on when Statements of Information are due, please visit our Statement of Information Help page.
A Statement of Information must be filed either every year for stock, cooperative, credit union, and all foreign corporations or every two years (only in odd years or only in even years based on year of initial registration) for domestic nonprofit corporations and all limited liability companies. A Statement of Information also must be filed if the name and/or address of the agent for service of process changes or the agent resigns. It is also important to file a statement when the entity’s address information changes. Statement forms are available on the Statements of Information webpage. Please refer to the applicable form for complete filing instructions, fees and relevant statutory filing provisions.
A request to waive the penalty for failure to file the Statement of Information can be submitted in writing to the Secretary of State, Statement of Information Unit – Attention: Penalties, P.O. Box 944230, Sacramento, CA 94244–2300 or you may submit a request online at Email Penalty Waivers.
The waiver request must include an explanation of the reasonable cause or unusual circumstance supporting the business entity's failure to file the required statement timely. Per statute, failing to receive a reminder notice to file does not excuse an entity from filing the required statement. Note: If a current statement has not been filed, the waiver request must be accompanied by a completed statement and the applicable filing fee. Online services for submitting the required Statement of Information for most corporations are available at https://businessfilings.sos.ca.gov/ using a credit card (Visa or MasterCard only). When submitting online, a free PDF copy of the filed Statement of Information will be returned electronically to the submitter following confirmation of payment if an email address is provided at the time of submission.
Note: At this time, Statements of Information for limited liability companies and common interest developments must be submitted on paper and directed to the Secretary of State’s office in Sacramento, either by mail or delivered in person. All filing forms are available on our Statements of Information webpage and are based on the type of entity. Please refer to the applicable form for complete filing instructions, fees and relevant statutory filing provisions.
A domestic (California) or foreign (not California) business entity can change its address of record by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:
Please follow the instructions in the notice. If you have not yet filed the required statement, statement forms are available on our Statements of Information webpage. Note: To avoid suspension/forfeiture of the entity's powers, rights and privileges (including the right to use the entity name), the statement must be received and filed by the California Secretary of State no later than 60 days from the Notice Date that appears on the Notice of Pending Suspension/Forfeiture.
Every corporation and every limited liability company is required to file a statutory Statement of Information either every year or every two years (only in odd years or only in even years based on year of initial registration), as applicable. The Secretary of State mails a reminder postcard to the business entity's address of record approximately three months prior to the date its filing is due. If the business entity then fails to file the required statement, the business entity is provided a notice of delinquency and an additional 60 days in which to file. Note: It is the business entity's responsibility to submit a statement even if it did not receive the reminder or the notice of delinquency, however, that is why it is important to keep the entity's address information up to date with the Secretary of State to ensure notices are received.
A business entity's powers, rights and privileges, which include the right to use the entity's name in California, can be suspended or forfeited in California by (1) the Secretary of State for failure to file a Statement of Information and/or in the case of a domestic or foreign corporation, for failure to reimburse the Victims of Corporate Fraud Compensation Fund (VCFCF) for a paid claim; and/or (2) the Franchise Tax Board for failure to meet tax requirements (e.g., file a return, pay taxes, penalties, interest). Subject to the availability of the business entity name, an entity suspended/forfeited by the:
The suspended/forfeited business entity must change its name, obtain a release of name reservation from the party who has reserved the name, in certain circumstances, obtain written consent to use the name or convince the other entity to change its name.
A business entity name can be changed in California by filing the applicable document or form (as described below) with the California Secretary of State. The document samples and forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable document sample or form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:
Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.
To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting amendment documents to the Secretary of State.
For assistance in determining where to file a complaint against a business entity and how to proceed, please refer to the Department of Consumer Affairs, Consumer Resource & Referral Guide. The Secretary of State Business Programs Division does not regulate business operations or business practices. If you believe that a business is operating illegally, you may contact the Office of the California Attorney General, the Better Business Bureau, or seek private legal counsel.
Copies of filed documents containing such information can be obtained by submitting a request to the California Secretary of State's Sacramento office either in person (drop off) or by mail. Please refer to the Information Requests webpage for detailed information about copy requests. The agent for service of process for corporations, limited liability companies and limited partnerships can also be obtained online through the California Business Search, and the names of the directors, chief executive officer and five most highly compensated executive officers for publicly traded corporations can be obtained online through the Publicly Traded Disclosure Search.
For more information about business identity theft, please visit the Secretary of State Business Identity Theft Resources.
Copies and certificates can be obtained by submitting a request to the California Secretary of State's Sacramento office either in person (drop off) or by mail. Please refer to the Information Requests webpage for detailed information about copy and certificate requests.
Phone or online requests for copies and certificates are not available at this time.
Certificates of Status can be obtained by submitting a request to the California Secretary of State's Sacramento office either in person (drop off) or by mail. Please refer to the Information Requests webpage for detailed information about certificate requests.
Phone or online requests for a Certificates of Status are not available at this time.