California Business Portal

How do I qualify or register a foreign (out–of–state or out–of–country) business entity in California?

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 the Secretary of State's Forms, Samples and Fees webpage. Click here to access forms. 

Please refer to the form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

Corporation: File a Statement and Designation by Foreign Corporation (Form S&DC–S/N [for foreign general stock or nonprofit corporations], Form S&DC-PC [for foreign professional law or accountancy corporations] or Form S&DC–INS [for foreign insurer corporations) 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.

Limited Liability Company: File an Application to Register (Form LLC–5) 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.

Limited Partnership: File an Application for Registration (Form LP–5) 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.

Limited Liability Partnership: File an Application to Register a Limited Liability Partnership (Form LLP–1) 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 liability partnership is organized.

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.

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