Frequently Asked Questions
Do I need to qualify/register my foreign (out-of-state or out-of-country) corporation, limited liability company or limited partnership to do business in California?
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 or 17451.) California Corporations Code sections 191, 15901.02(ai) and 17001(ap) define "transacting intrastate business" as entering into repeated and successive transactions of its business in this state. 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.
How do I qualify/register my foreign (out-of-state or out-of-country) corporation, limited liability company or limited partnership in California?
- Foreign corporations: The corporation must file a Statement and Designation by Foreign Corporation (Form S&DC-Stock/Nonprofit, Form S&DC-Professional or Form S&DC-Insurer) with the California Secretary of State and attach to the completed form a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign corporation is incorporated. (California Corporations Code section 2105.) Please refer to the form for filing information, instructions and fees.
- Foreign limited liability companies: The limited liability company must file an Application for Registration (Form LLC-5) with the California Secretary of State and attach to the completed form a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign limited liability company is organized. (California Corporations Code section 17451.) Please refer to the form for filing information, instructions and fees.
- Foreign limited partnerships: The limited partnership must file an Application for Registration (Form LP-5) with the California Secretary of State and attach to the completed form a valid certificate of good standing (or other record of similar import) by an authorized public official of the foreign jurisdiction under which the foreign limited partnership is organized. (California Corporations Code section 15909.02.) Please refer to the form for filing information, instructions and fees.
What is an "Agent for Service of Process" and who can be such an agent?
An agent for service of process is an individual who resides in California, or a corporation, designated to accept service of process 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. Note: A business entity cannot act as its own agent for service of process and no corporation may file pursuant to 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. An agent for service of process should agree to accept service of process on behalf of the business entity prior to designation.
How long does it take to qualify/register in California?
The amount of time required to process a document varies depending on the method by which the document is submitted to the California Secretary of State. Please refer to Service Options for a description of the various filing methods available.
More Frequently Asked Business Entity Questions.
Please refer to the Business Entities Frequently Asked Questions webpage for answers to more frequently asked business entity questions.
