How to Register a United Kingdom Entity to Do Business in California

Foreign business entities need to be qualified to do business in California when they are transacting intrastate business there.[1] In this case, the term “foreign” applies to both out-of-state U.S. business entities and entities formed in foreign countries. In either case, the business entity—corporation or limited liability company—must file, on a form prescribed by the California Secretary of State, a document providing certain specified information, including the name of an agent upon whom process directed to the entity may be served within California.[2] The forms prescribed by the Secretary of State are the Statement and Designation by Foreign Corporation (Form S&DC-S/N) and the Application to Register a Foreign Limited Liability Company (Form LLC-5).[3] The applicant must also pay a filing fee of $100 for a foreign stock corporation or $70 for a foreign limited liability company.

Along with the correct form and filing fee, the applicant must also submit a certificate of good standing for a corporation or a document of similar import for a limited liability company.[4] For a United Kingdom business entity seeking to be registered in California, the certificate may be obtained from the Companies House, which is the United Kingdom’s registrar of companies, similar to the secretary of state’s office in most U.S. jurisdictions.[5] The certificate is ordered directly from the Companies House, which can ordinarily be done over the phone (0303 1234 500) or in person.[6] The certificate costs £15 (about $20 U.S.) and standard orders are generally processed within four working days and sent by Royal Mail Second Class Delivery.[7] There are also many service companies that will obtain the certificate and then mail the original to the individual ordering the certificate, even if located in the United States.

Once the paperwork is filed and the filing fee is paid and the business entity is properly registered, the entity must file, within 90 days of the initial registration, a statement of information on the form prescribed by the California Secretary of State.[8] The forms prescribed by the Secretary of State are Form SI-550 for registered foreign corporations and Form LLC-12 for registered foreign limited liability companies. The filing fee is $25 for corporations and $20 for limited liability companies.[9]

^[1]See eMinutes Blog, When Do I Need To Qualify My Company To Do Business In California? (Nov. 2, 2015).

^[2]See Cal. Corp. Code §§ 2105(a) (corporation), 17708.02(a) (limited liability company). This article deals only with for-profit stock corporations and LLCs.

^[3]Both forms can be downloaded from the Secretary of State’s website using the links provided.

^[4]See id. §§ 2105(b) (corporation), 17708.02(b) (limited liability company).

^[5]See Companies House, About our services.

^[6]See Companies House, Order certified copies and certificates from Companies House. In-person access has been limited for the time being due to COVID-19. See Companies House, Office access and opening times.

^[7]See Companies House, Order certified copies and certificates from Companies House. Same-day service has been suspended until further notice due to COVID-19 restrictions.

^[8]See Cal. Corp. Code §§ 2117(a) (corporation), 17702.09(a) (limited liability company).

^[9]Corporations must file the statement of information every year thereafter, while limited liability companies only have to file once every two years. See id. §§ 2117(a) (corporation), 17702.09(a) (limited liability company).