Doing Business in California as a Foreign Corporation

Gabrielle Sinacola | Feb 23, 2024

Doing Business in California as a Foreign Corporation

Welcome to the intricate world of conducting business across state lines, particularly in the dynamic state of California. For startups and small businesses eyeing opportunities in the Golden State, grasping the nuances of California law and classification as a foreign corporation under the California Corporations Code is important.

This article is tailored to demystify the business process in California, especially for entities like a limited liability company (LLC) or a small business that might be navigating these waters for the first time. Let’s dive into the operational dynamics and the legalities involved.

What Does It Mean To Be a Foreign Corporation?

In California business law, a “foreign corporation” doesn’t imply a multinational entity — it refers to any business entity registered in one state but conducting business in another. This includes engaging in interstate commerce. It could also involve successive transactions of its business across state lines.

When you begin to engage clients in California, despite your origins, you assume the role of a foreign corporation under California law. This status is less about physical presence and more about jurisdiction and the legal parameters set by the California Corporations Code.

When Do You Need To Officially Register as a Foreign Corporation To Do Business in California?

The need to register as a foreign corporation in California is determined by several factors outlined by the California Secretary of State and the California Franchise Tax Board (FTB).

These include:

  • Financial Transactions: Conducting any activity for financial gain in California, contributing to your total sales, is a key factor. This involves engaging in both intrastate and interstate commerce.
  • Organizational Presence: A foreign entity with a commercial domicile in California or involved in foreign commerce that impacts California residents falls under state jurisdiction.
  • Economic Thresholds: The FTB considers quantitative measures like total sales, property, or payroll in California. Exceeding certain thresholds, either in absolute terms or as a percentage of total business (typically 25%), classifies a business as operating in California. This is particularly crucial for companies without a physical presence but with significant economic activities in California.
  • Tax Obligations: Under California tax laws, the taxation code dictates that income tax and other tax obligations, such as the franchise tax, apply to businesses operating within the state. The California Franchise Tax Board oversees these tax returns and compliance.

Public Law 86-272 provides exemptions for businesses whose only activity in California is soliciting sales of tangible personal property. While these businesses might be exempt from certain state income taxes, they still have to navigate other tax laws and filing requirements as dictated by the California Franchise Tax Board and federal law.

Moreover, businesses with both in-state and out-of-state operations must consider California’s apportionment and allocation rules, which impact how their income is taxed for the taxable year.

For companies like us, these criteria are essential in deciding whether to register as a foreign corporation in California. It’s a legal formality and a strategic step to ensure compliance with California’s complex tax laws. Facilitating smooth operations in one of the U.S.’s most vibrant economic landscapes is crucial.

How To Register as a Foreign Corporation in California

Registering as a foreign corporation in California is a strategic step for any business entity venturing into the state’s market. This guide aims to simplify the process, ensuring your transition aligns with California law and the California Corporations Code.

1. Obtain a Certificate of Good Standing From Your Home State

Before diving into the California business landscape, secure a Certificate of Good Standing from your incorporation state. This document is crucial for verifying your business’s compliance with state laws and tax obligations, including income tax and other state fees.

The California Franchise Tax Board may require this for your registration. Mosey can simplify obtaining this certificate, which might be known under different names depending on your state.

2. Select a Business Name for Use in California

Choose a business name compliant with the California Corporations Code. Ensure it’s not already used and meets the state’s naming conventions. This step is significant to avoid legal complications, especially for out-of-state businesses and independent contractors.

3. Submit a Statement and Designation By Foreign Corporation to the Secretary Of State

Your next move is submitting a Statement and Designation by Foreign Corporation to the California Secretary of State. This form is integral for foreign commerce, as it includes your business name, origin, principal address, and the nature of your business activities in California. This might involve real estate, tangible personal property, or other types of transactions.

4. Choose a Registered Agent in California

Selecting a registered agent is mandatory for maintaining a physical presence in California. This agent will be your official liaison for legal correspondence and government interactions, crucial for businesses that engage in interstate and intrastate commerce. Included in your Mosey subscription is the ability to designate Mosey as your registered agent in any state, ensuring compliance and timely response to legal matters.

5. File a Statement of Information Within 90 Days

After registration, file a Statement of Information with the California Secretary of State within 90 days. This step is important for keeping the state informed about your business’s operations, including total sales, total compensation of officers, and changes in your registered agent or business address.

Your journey to register as a foreign corporation in California requires a deep understanding of business law, tax laws, and the specific requirements of the California Franchise Tax Board. By diligently following these steps and utilizing resources, you position your business to thrive in one of the most dynamic economies in the U.S.

Whether you’re a small business, a limited liability company, or a larger entity, these steps pave the way for successful operations and compliance with California’s intricate tax and legal landscape.

How Much Does It Cost To File as a Foreign Corporation in California?

When extending your business to California as a foreign corporation, it’s imperative to grasp the financial requirements under California law. This includes initial filing fees and ongoing expenses associated with maintaining your status.

Initial Filing Costs

Traditionally, you’d pay a filing fee of $100, plus state filing fees required by the California Secretary of State, to register your business entity as a foreign corporation in California.

This fee encompasses several key services:

  • California Registered Agent Service for One Year: Essential for maintaining a legal and physical presence in the state, as California law mandates.
  • Statement and Designation by Foreign Corporation: This document, filed with the California Secretary of State, outlines your business’s intent to engage in interstate or intrastate business in California. This disclosure fee, along with the Statement of Designation, is $25.
  • Certificate of Good Standing from Your Home State: Demonstrates compliance with home state regulations, a necessity for doing business as a foreign entity in California.
  • California Business Address for Filings: Establishes a necessary physical presence for your out-of-state business.
  • Annual Compliance Reminders and Secure Document Storage: These services aid in keeping track of critical filing deadlines and securely storing confidential information.

That said, as of June 2023, no filing fee is required. You’re only responsible for the other costs outlined above.

Are There Any Recurring Charges for Remaining a Foreign Corporation?

After the initial setup, ongoing charges include:

  • Registered Agent Service Fees: After the first year, continued service must comply with California corporations and taxation codes.
  • Annual Reporting and Compliance Costs: Regular updates and filings with the California FTB are essential to maintain good standing.

These ongoing services are crucial for managing tax obligations, total sales reporting, and overall legal compliance.

Do You Have To Pay California State Taxes If You’re Registered as a Foreign Corporation?

Another aspect of doing business in California as a foreign corporation is adhering to state tax laws. The California Franchise Tax, overseen by the FTB, is mandatory for all foreign corporations.

This includes:

  • Minimum Franchise Tax: This applies even if your corporation hasn’t formally qualified with the Secretary of State but still conducts business activities within the state.
  • Income Tax Obligations: Additional state income tax may be applicable depending on your total compensation and revenue, as governed by the California Revenue and Taxation Code.

What Happens If You Don’t Register Your Business as a Foreign Corporation in California?

If your business engages in interstate commerce or intrastate business in California without registering as a foreign corporation, you must know the significant legal consequences you might face.

Penalties and Fines

The California FTB enforces state tax laws stringently. Non-compliance with these laws, including failure to register as a foreign corporation when conducting business in California, can lead to substantial penalties and fines. These fines can escalate over time, adding to the financial burden on your business entity.

An unregistered foreign entity in California may face legal limitations, especially in asserting or defending its rights in California courts. If a legal dispute arises, your business’s ability to litigate within the state could be compromised, affecting your legal standing and ability to conduct business transactions.

Back Taxes and Additional Fees

If your out-of-state business is deemed to operate as a foreign corporation in California, you might be liable for back taxes, including the California Franchise Tax. This liability can include interest and penalties, adding to your tax obligations for the taxable year. This is particularly important for businesses with significant California sales or total sales that reach the state’s thresholds.

Reputation Risk

Compliance issues can also impact your business reputation, especially in California, where transparency and adherence to business law and tax laws are highly valued. Ensuring compliance is a legal necessity and key to maintaining your business’s reputation among California residents and in the wider market.

Non-compliance with California’s regulations for foreign corporations can lead to significant legal and financial consequences. Understanding these risks and leveraging our resources can help ensure that your business effectively navigates the complexities of California’s tax laws and business environment.

Staying Compliant in California as a Foreign Corporation

Managing the complexities of being a foreign corporation in California, with its specific business laws and tax regulations, is critical to successful business in the state. Utilizing Mosey’s software can significantly aid in this process. We are your partner in ensuring your business thrives in California’s dynamic market.

Our platform assists in managing compliance documents and understanding exemptions under federal law and California law while providing timely reminders about filing deadlines and tax returns.

This support is invaluable in helping your business maintain its good standing, meet its tax obligations, and focus on growth and the successive transactions of its business with the backing of a dedicated compliance partner.

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