California Certificate of Authority

The California Certificate of Authority is a crucial document for businesses seeking to operate in the state of California. Issued by the California Secretary of State, this certificate grants a business the legal authority to conduct operations within the state. Without this certificate, a business may be subject to penalties and restrictions.

Obtaining a California Certificate of Authority involves submitting the necessary paperwork and fees to the Secretary of State’s office. This certificate not only ensures compliance with state regulations but also allows a business to establish a presence and engage in transactions within California’s vibrant economy. It is an essential step for any business looking to establish itself in the Golden State.

What is a California Certificate of Authority?

In order to conduct operations in California, companies must first register with the California Secretary of State. If a business is incorporated in another state, it will typically seek a California certificate of authority to operate as a foreign entity, eliminating the need to establish a new entity.

Operating without a certificate of authority can lead to penalties or fines. Apart from state regulations, various entities such as licensing agencies, banks, and vendors often require proof of a certificate of authority.

When is a certificate of authority necessary?

Common situations that call for obtaining a certificate of authority include:

  • Establishing a physical presence or office in the foreign state
  • Hiring an employee residing in the state
  • Commencing a contract or project in a different state
  • Meeting the requirements of vendors or banks
  • Fulfilling licensing authority prerequisites

How can I acquire a California Certificate of Authority?

To obtain your California Certificate of Authority, you need to submit an Application for Certificate of Authority along with necessary certificates or certified copies from your home state. It is crucial to designate a registered agent for successful filing approval. Adhering closely to the state’s guidelines is essential to prevent rejection due to minor errors.

For Foreign Entities:

  • Agency: California Secretary of State – Business Programs Division
  • Form: Statement and Designation by Foreign Corporation – Stock (Form S&DC-S/N)
  • Filing Method: Mail or online.
  • Agency Fee: $100
  • Law: CA Corp Code § 2105
  • Certified Copy Requirement: Not necessary
  • Certificate of Good Standing Requirement: Issued within six months

For Foreign Limited Liability Companies:

  • Agency: California Secretary of State – Business Programs Division
  • Form: Application to Register (Form LLC-5)
  • Filing Method: Mail or online.
  • Agency Fee: $70
  • Law: CA Corp Code § 17708.02
  • Certified Copy Requirement: Not mandatory
  • Certificate of Good Standing Requirement: Issued within six months

For Foreign Nonprofit Corporations:

  • Agency: California Secretary of State – Business Programs Division
  • Form: Statement and Designation by Foreign Corporation – Nonprofit (Form S&DC S/N)
  • Filing Method: Mail or online.
  • Agency Fee: $30
  • Law: CA Corp Code § 2105
  • Certified Copy Requirement: Not required
  • Certificate of Good Standing Requirement: Issued within six months

For Foreign Professional Corporations:

  • Agency: California Secretary of State – Business Programs Division
  • Form: Statement and Designation by Foreign Corporation – Professional (Form S&DC-PC)
  • Filing Method: Mail or online.
  • Agency Fee: $100
  • Law: CA Corp Code § 13404.5
  • Certified Copy Requirement: Not needed
  • Certificate of Good Standing Requirement: Issued within six months

For Foreign Limited Partnerships:

  • Agency: California Secretary of State – Business Programs Division
  • Form: Application for Registration (Form LP-5)
  • Filing Method: Mail or online.
  • Agency Fee: $70
  • Law: CA Corp Code § 15909.02
  • Certified Copy Requirement: Not mandatory
  • Certificate of Good Standing Requirement: Issued within six months

For Foreign Limited Liability Partnerships:

  • Agency: California Secretary of State – Business Programs Division
  • Form: Application to Register a Limited Liability Partnership (Form LLP-1)
  • Agency Fee: $70
  • Law: CA Corp Code § 16959
  • Certified Copy Requirement: Not necessary
  • Certificate of Good Standing Requirement: Issued within six months

What documents are required from my home state?

In addition to the application, you must also submit a certificate of good standing issued within six months from your home state for the following entity types:

  • Limited Liability Company
  • Corporation
  • Limited Partnership
  • Limited Liability Partnership
  • Nonprofit Corporation
  • Professional Corporation

Who is a registered agent?

A registered agent serves as the recipient of legal documents and official notices on behalf of your business. When applying for a California Certificate of Authority, you must designate a registered agent with a physical address within the state. Utilizing a local registered agent address to fulfill this requirement ensures compliance. Our registered agent service, priced at $99 annually, offers same-day document scanning in all states and DC, which can be conveniently added to your certificate of authority application.

How can I contact the state?

California Secretary of State – Business Programs Division
Physical Address: 1500 11th Street, 2nd and 3rd Floors (expedite to 3rd floor), Sacramento, CA 95814
Phone: (916) 657-5448
Website: www.sos.ca.gov/business
Name Search: bizfileonline.sos.ca.gov/search/business
Forms: www.sos.ca.gov/business/be/forms.htm
Online Filing: www.sos.ca.gov/business-programs/bizfile/file-online

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