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Statement And Designation By Foreign Corporation (Nonprofit) Form. This is a California form and can be use in Corporations Secretary Of State.
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Tags: Statement And Designation By Foreign Corporation (Nonprofit), California Secretary Of State, Corporations
Secretary of State
Business Programs Division
th
rd
1500 11 Street, 3 Floor
Sacramento, CA 95814
Business Entities
(916) 657-5448
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 Requirement
A certificate by an authorized public official of the state or place of incorporation, to the effect that the
corporation is an existing corporation in good standing status in that state or place, must be attached to the
Statement and Designation by Foreign Corporation form 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 Articles of Incorporation from the foreign jurisdiction
does not meet statutory requirements and cannot be accepted in lieu of the required certificate.
Where to File
Documents can be delivered:
x
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 self-addressed
envelope and 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.
x
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). Please refer to our website at www.sos.ca.gov/business/regional.htm for detailed information
regarding the submission of documents to the Los Angeles regional office.
Please refer to our website at www.sos.ca.gov/business/be/processing-times.htm for current processing times
at our Sacramento office.
Fees
The fee for filing the Statement and Designation by Foreign Corporation is $30.00. A $15.00 special handling
fee is applicable for processing documents delivered in person (drop off) to the Sacramento office or the Los
Angeles regional office. The special handling fee is in addition to the filing fee, should be included in a separate
check, and will be retained whether the document is filed or rejected. 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. Please refer to our website at www.sos.ca.gov/business/be/service-options.htm for detailed information
regarding preclearance and expedited filing services.
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).) The
Amended Statement by Foreign Corporation form is available on our website at www.sos.ca.gov/business/be/forms.htm.
Secretary of State Information
S&DC-NONPROFIT (REV 04/2010)
Page 1 of 2
Fees (continued)
The special handling fee or preclearance and expedited filings services are not applicable to documents
submitted by mail.
Payments for documents submitted:
x
x
x
by mail to Sacramento can be made by check or money order.
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 a regional office can be made by check, money order, or credit card (Visa or
MasterCard). Regional offices are not able to accept cash.
Checks or money orders should be made payable to the Secretary of State.
Copies
The Secretary of State will certify up to two copies of the filed document without charge, provided that the
complete copies with any attachments are submitted to the Secretary of State with the document to be filed.
Any additional copies submitted will be certified with payment of $8.00 per copy.
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 its 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 (FTB Form 3500), along with an endorsed copy of the 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. Form 3500 can be accessed from FTB's website at www.ftb.ca.gov or can
be requested by calling FTB at (800) 338-0505. For further information regarding franchise tax exemption, refer
to FTB's website or call FTB at (916) 845-4171. Questions regarding 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/or the type of business conducted. Please refer to our website at
www.sos.ca.gov/business/be/resources.htm for a list of other agencies you may need to contact to ensure
proper compliance. 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 restrictions apply to most business entities. Please refer to our website at
www.sos.ca.gov/business/be/name-availability.htm for business entity name regulations and the most
common statutory requirements and restrictions relating to the use or adoption of a business entity name in
California.
Statement of Information
A Statement of Information (Form SI-350) is required to be filed with the Secretary of State annually during the
applicable filing period. The applicable filing period is the calendar month during which the initial Statement and
Designation by Foreign Corporation was filed and the immediately preceding five calendar months.
(California Corporations Code section 2117.) The required statement can be filed online at
https://businessfilings.sos.ca.gov/. Alternatively, Form SI-350 is available on our website at
www.sos.ca.gov/business/be/statements.htm and can be viewed, filled in and printed from your computer for
mail or drop off submission.
Secretary of State Information
S&DC-NONPROFIT (REV 04/2010)
Page 2 of 2
Requirements for Qualification of Foreign Nonprofit Corporations
Instructions:
To qualify to transact intrastate business in the State of California the foreign (out-of-state or out-of-country)
corporation must file the enclosed Statement and Designation by Foreign Corporation form with the California
Secretary of State. The document should be typed with letters in dark contrast to the paper. Documents not suitable
for reproduction will be returned unfiled. Note: The file date of the Statement and Designation by Foreign Corporation
form is generally the date the document complying with applicable law is received in the Secretary of State’s office.
Additional Requirement: A certificate by an authorized public official of the state or place of incorporation, to the
effect that the corporation is an existing corporation in good standing status in that state or place, must be attached
to the Statement and Designation by Foreign Corporation form at the time of filing. (California Corporations Code
section 2105(b).) The certificate must also indicate the corporation is a nonstock, nonprofit corporation. Note: A
certified copy of the Articles of Incorporation does not meet statutory requirements and cannot be accepted in lieu of
the required certificate.
Complete the Statement and Designation by Foreign Corporation form as follows:
Entity Name:
Enter the name of the foreign corporation exactly as it appears on the certificate of good standing.
x
x
Jurisdiction:
Note: If the name of the foreign corporation is not available for use in the State of California, the
corporation must qualify under an assumed name (i.e., a name other than the true corporate
name) as required by California Corporations Code section 2106(b). If an assumed name is
required, complete the first line of the form with true corporate name, followed by the words
"which will do business in California as [state the assumed name] ”.
Name restrictions apply to most business entities. Please refer to our Name Availability
webpage at www.sos.ca.gov/business/be/name-availability.htm for business entity name
regulations and the most common statutory requirements and restrictions relating to the use
or adoption of a business entity name in California.
Enter the jurisdiction (state or place of incorporation) of formation of the foreign corporation.
Item 1:
Enter the complete address, including the zip code, of the principal executive office of the foreign
corporation. Please do not abbreviate the name of the city.
Item 2:
Enter the complete address, including the zip code, of the principal office in California, if any. Please do
not abbreviate the name of the city.
Item 3:
If an individual is designated as the agent for service of process,1 complete Item 3 with the name of the
agent and the agent’s business or residential street address in California (a P.O. Box address is not
acceptable). Please do not enter “in care of” (c/o) or abbreviate the name of the city. Do not complete
Item 4 when the agent is an individual.
Item 4:
If another corporation is designated as the agent for service of process, complete Item 4 with the name of
the corporate agent exactly as it appears on the records of the California Secretary of State.
Note: Before another corporation may be designated as agent, that corporation must have previously filed
with the Secretary of State a certificate pursuant to California Corporations Code section 1505. A
corporation cannot act as its own agent and no domestic or foreign 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 California Secretary of State. Do not complete Item 3 when the agent
is another corporation.
Item 5:
This exact statement is required by the California Corporations Code and should not be altered.
Execution: The Statement and Designation by Foreign Corporation form must be signed by an officer of the foreign
corporation.
1
An “agent for service of process” is an individual (director, officer or any other person, whether or not affiliated with the corporation) who
resides in California or another corporation designated to accept service of process if the corporation is sued. Note: The agent must
agree to accept service of process on behalf of the corporation prior to designation.
Secretary of State Instructions
S&DC-NONPROFIT (REV 04/2010)
Statement and Designation
by Foreign Corporation
(Name of Corporation)
, a corporation organized and existing under the
laws of
, makes the following statements and designation:
(State or Place of Incorporation)
1. The address of its principal executive office is
.
2. The address of its principal office in the State of California is
(If none, leave Item 2 blank.)
.
Designation of Agent for Service of Process in the State of California
(Complete either Item 3 or Item 4.)
3. (Use this paragraph if the process agent is a natural person.)
, a natural person residing in the State of
California, whose complete street address is
, is designated as agent upon whom process directed to
this corporation may be served within the State of California, in the manner provided by law.
4. (Use this paragraph if the process agent is another corporation.)
,
a corporation organized and existing under the laws of
,
is designated as agent upon whom process directed to this corporation may be served within the State
of California, in the manner provided by law.
5. It irrevocably consents to service of process directed to it upon the agent designated above, and to
service of process on the Secretary of State of the State of California if the agent so designated or the
agent's successor is no longer authorized to act or cannot be found at the address given.
(Signature of Corporate Officer)
(Typed Name and Title of Officer Signing)
If an individual is designated as the agent for service of process, include the agent’s business or residential street address in California (a P.O. Box
address is not acceptable). If another corporation is designated as the agent for service of process, do not include the address of the designated
corporation. Note: Corporate agents must have complied with California Corporations Code section 1505 prior to designation, and a corporation
cannot act as its own agent.
Secretary of State Form
S&DC-STOCK/NONPROFIT (REV 04/2010)