California Foreign Registration · Corporation, Form S&DC-S/N
California Statement and Designation by Foreign Corporation
An out-of-state stock corporation qualifies to do business in California by filing the Statement and Designation by Foreign Corporation, Form S&DC-S/N, with the California Secretary of State, Business Entities and paying $100; a nonprofit corporation files the same form for $30. We prepare and file it for $199 plus the state fee.
Form S&DC-S/N at a glance
- Who files
- A foreign corporation, stock or nonprofit, that is transacting intrastate business in California
- State fee
- $100 for a stock corporation, $30 for a nonprofit
- Other versions
- Form S&DC-PC for professional corporations and Form S&DC-INS for insurers, each at $100 for the professional version
- Attachment
- A current certificate of good standing from the home state or country
- Statute
- Corporations Code 2105 (Corp. Code 2105(a)); the result is a certificate of qualification
- Signature
- A corporate officer
- Filing
- bizfile Online, by mail, or by drop-off in Sacramento
Completing Form S&DC-S/N, entry by entry
| Field | Entry | Common slip |
|---|---|---|
| 1. Corporate name | The name exactly as the certificate of good standing shows it | A name that does not comply with California naming rules is filed with an alternate name instead, under Corporations Code 2106 |
| 2. Jurisdiction | The state, country or place where the corporation is formed | Must match the certificate of good standing provided |
| 3a. Principal executive office | The initial street address of the principal executive office | No P.O. box and no in-care-of address |
| 3b. California office | The street address of the principal office in California, if any | Leave blank if there is none |
| 3c. Mailing address | The mailing address of the principal executive office, if different from 3a | May be a P.O. box |
| 4. Service of process | An individual's name and California street address (4a, 4b), or a registered corporate agent's exact name (4c) | Do not complete both |
| 5. Signature | A corporate officer authorized to sign for the foreign corporation | The form asks for the printed name and signature |
The certificate of good standing
The form says it must be submitted with a current certificate of good standing issued by the government agency where the corporation was formed. The Secretary of State's FAQ tells corporations to attach one issued by an authorized public official of the home jurisdiction. Order it close to filing and check that the corporate name on it matches item 1 exactly.
Stock, nonprofit, professional and insurer filings
The same two-page form, Form S&DC-S/N, serves stock and nonprofit corporations, which is why the fee differs while the form number does not. Professional corporations use Form S&DC-PC and insurers Form S&DC-INS. The Secretary of State's online filing menu offers separate registration choices for out-of-state stock corporations, accountancy or law corporations, and nonprofits, so choose the one that matches the entity. A foreign corporation that has a different name in California files under the alternate name.
Paying for Form S&DC-S/N and sending it
The stock corporation fee is $100 and the nonprofit fee is $30. Paper filings go to P.O. Box 944260, Sacramento, CA 94244-2600 or to 1500 11th Street, Sacramento, CA 95814 for drop-off, with the $15 special handling fee that the Sacramento counter adds to each drop-off. California's handling target is 5 days or less for online filings and 10+ days for paper, and the 24-hour and same-day tiers cost $350 and $750.
What the corporation owes after filing
A qualified out-of-state corporation files a Statement of Information on Form SI-550 90 days after registering and then every year in the month of registration, for $25 including the disclosure fee. The form lists three officers (chief executive officer, secretary and chief financial officer), the agent for service of process, the type of business and a labor judgment question. If the corporation changes its name or other details in its home state, the amended statement is Form ASDC and costs $30.
Why corporate statements come back
- No certificate of good standing is attached, or it is older than the Secretary of State's current-certificate requirement allows.
- The name in item 1 differs in any way from the certificate.
- Item 3a or 3b is a P.O. box, or the corporation names itself as its own agent.
- A corporate agent is named that has not filed Form 1505, the registered corporate agent certificate.
- Someone other than an officer signed.
Having us file Form S&DC-S/N
Place the order
Pick corporation, name the officer who will sign and give the home state.
We check the name
Against California distinguishability rules, with an alternate name where needed.
We order the certificate
A current good standing certificate from the home state.
We complete the form
Addresses, the California agent and the officer's signature.
We file and pay
Through bizfile Online with the $100 or $30 fee.
You get the registration
With the date the first Form SI-550 is due.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Foreign corporation questions
Does a nonprofit file a different form from a business corporation?
No, the form is Form S&DC-S/N for both. Only the fee differs: $30 for a nonprofit against $100 for a stock corporation.
Do corporations pay the California LLC tax?
No. The annual tax is an LLC rule. Corporations file a franchise or income tax return with the Franchise Tax Board, which we do not prepare.
What penalty applies to a corporation that did business before qualifying?
A corporation operating here without a valid certificate faces a daily penalty of $20 (Corp. Code 2203(a)) and owes $250 plus back fees and taxes before it can carry on certain lawsuits. See the penalties page.
Our fee, plus the state fee at cost
Register in California
California$199
+ $70 Secretary of State fee
- Form LLC-5 for an LLC or the Statement and Designation by Foreign Corporation for a corporation
- A current certificate from your home state, which we order
- Submitted to Sacramento through bizfile Online
- A California agent for service of process: ours, or the one you name
- The certificate of registration, sent to you once issued
- Renewal: after the first year, the agent service renews at $149 a year
Checkout lists our fee and the state fee as separate lines. The state fee is charged at cost. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where these facts come from
- California Secretary of State, foreign LLC forms and fees
- California Corporations Code 17708.02 (application to register)
- California Secretary of State, Business Entities FAQs
- California Secretary of State, foreign corporation forms and fees
- California Secretary of State, foreign limited partnership forms and fees
- California Secretary of State, Form LP-5 (Application for Registration, Foreign LP)
- Franchise Tax Board, Form FTB 3522 instructions (LLC tax voucher)
- Franchise Tax Board, Form 568 booklet (annual LLC tax)
- California Corporations Code 2105 (foreign corporation certificate of qualification)
- California Secretary of State, Form LLC-5 (Application to Register a Foreign LLC)
- California Secretary of State, special handling and expedited filing services
- California Secretary of State, Form SI-550 (Statement of Information, stock and foreign corporations)
- California Secretary of State, Form LLC-12 (Statement of Information) and instructions
- California Corporations Code 2203 (penalty for unauthorized intrastate business)
Registering an out-of-state company in California?
Order online, and we prepare the filing, get the certificate from your home state and file in Sacramento.