What to Know about California’s ʺƵ Forms
The California ʺƵ-1 Form
The California ʺƵ-1 is used to file the Articles of Organization with the California Secretary of State when establishing an ʺƵ domestic to California.
We do not commonly deal with the ʺƵ-1 filing very often, since domestic California ʺƵs aren't terribly popular due to the fact that California's corporate laws rank amongst the worst in the U.S.
The California ʺƵ-5 Form
The California ʺƵ-5 is the Application to Register a Foreign Limited Liability Company with the California Secretary of State.
Since we predominantly form Delaware ʺƵs whose owners are applying to do business in the state of California as foreign ʺƵs, let’s fully examine this scenario.
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The ʺƵ-5 is what gets filed with the California Secretary of State when you want to do business in California with a Delaware (or any other out-of-state and thereby foreign) ʺƵ. A Delaware ʺƵ, for example, is domestic to Delaware, i.e., its state of incorporation, but foreign to all other states and jurisdictions.
There tends to be a lot of confusion as to what is considered actually "doing business" in a particular state. Traditionally, a tax professional, an attorney, or your bank can help you make that determination; however, most states often use the following criteria:
- Having a storefront, warehouse, office building or other brick and mortar
- Hiring employees
- Holding any type of asset, such as real estate (residential or commercial), boats, cars, planes or airfields
- Opening a bank account
Typically, if your company is planning to do all or any of the above in California, Foreign Qualification in California would be the next step. The filing itself is pretty straightforward.
The ʺƵ-5 filing requires the following:
- Company Name
- Altername Name (if applicable)
- Date of Incorporation
- State of Incorporation
- Business Address (can be in any state but cannot be a PO Box)
- Business Address in California (if applicable)
- Business Mailing Address (if different than Business Address)
- Name and Address of the Registered Agent in California
- Authorized Person's Name and Signature
When filing the ʺƵ-5 with the California Secretary of State, a Certificate of Good Standing (knowns as a Certificate of Existence in some states) from Delaware (or other state of incorporation) will need to accompany the application.
Generally, California’s approval time is between 7 to 10 business days, but if necessary. Once the filing is approved, California will issue your company a Certificate of Authority, which grants you the right to operate your Delaware ʺƵ in California.
The California ʺƵ-12 Form (Statement of Information)
The basically reiterates everything that was originally filed via the ʺƵ-1 or the ʺƵ-5, plus a few extra pieces of information. The ʺƵ-12, also known as the Statement of Information, should be filed for the first time within 90 days of the initial registration, and then every year thereafter, due by the end of your company’s anniversary month.
Once an ʺƵ is registered in the state of California, either as a foreign ʺƵ or a domestic California ʺƵ, it will then be responsible for a minimum of $800 per year for the
If you have any questions about your Delaware ʺƵ doing business in California, please feel free to call us at 1-800-345-2677. You can contact me directly at 302-644-6265 or via email.
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Not sure what’s right for your company? Speak directly with our specialists and get clarity before you make your next move.
Talk to an expert*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There is 1 comment left for What to Know about California’s ʺƵ Forms
ILD & C Inc Pres. Bertram Zottl said: Wednesday, May 31, 2017I have a Delaware registered Company ILD & C Inc. = regular company and I wish to get it also registered as a Delaware registered Company in CA for doing biz there. What do I have to do?
HBS Staff replied: Thursday, June 1, 2017The foreign qualification process enables a company to transact business in a jurisdiction other than where it was formed. By failing to comply with local compliance issues, you may be putting the protection of your company at risk.
Since each state has its own requirements, let us help you with your foreign qualification. We have experienced filing specialists that will obtain all the required documents and prepare and file the specific forms for California in a timely manner. The cost, including all state and filing fees, will be $522 for the CA Foreign Qualification and the first year of Registered Agent service in CA. Would you like a phone call to proceed? You can call me at 1-8000-345-2677, Ext. 6130.
For further information on the Foreign Qualification please visit