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Sep
28 • 2017
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How does a foreign corporation qualify to do business in another state?

A “foreign” corporation is any corporation that is formed under the laws of a state or place other than the state in which the foreign corporation wishes to do business. Cal. Corp. Code §§ 167, 171. A foreign corporation must be qualified in another state before transacting any business there. Cal. Corp. Code § 2105. In California, for example, the foreign corporation must file with the secretary of state a form stating certain information, including (1) the corporation’s name and state or place of incorporation, (2) the street and mailing address of the corporation’s principal executive office, (3) the street address of the corporation’s principal office in California, if any, and (4) the name of the corporation’s designated agent for service of process in California. The corporation must also file with the statement a certificate of good standing from the state or place where the corporation was formed. Upon the payment of the required fees, and finding that the foreign corporation’s name does not conflict with the name of another corporation doing business in California so as to deceive the public, the secretary of state issues a certificate of qualification permitting the foreign corporation to transact intrastate business in California, subject to any licensing requirements otherwise imposed under California law. Cal. Corp. Code § 2106. The foreign corporation is then obligated to file annually a statement of information and to pay all required franchise taxes and other fees. Cal. Corp. Code § 2117.