Agent service: $100 per year
Are you aware that
the corporations and LLC's filed in California are high risk?
The corporate veil is what keeps the
company's affairs apart from your own. A company's assets are at
risk when it's hit with a lawsuit. But your personal assets are a
separate matter, as long as the corporate veil holds. If the
corporate veil is set aside, the company and you will be considered the
same person. That separateness (that protects you) no longer
applies. In other words, your personal assets are at risk to
whatever comes out of that lawsuit when the corporate veil is set aside.
California is horrible in respecting
the corporate veil. The corporate veil gets no respect in
California. CA attorneys charge clients money to file LLC's and
corporations. Then they attack the corporate veil of other LLC's
and corporations to attack the assets of other defendants. CA
attorneys want to have their cake and eat it too. Because of this,
incorporating in California carries high risk because there's no respect
for the corporate veil. California doesn't respect property
What are the solutions? Incorporate
in another state and then file the company as a foreign corporation or
foreign LLC in California. This severely weakens the ability for
anyone to set aside the corporate veil when it's originally filed in
Wyoming, or any other state. Unlike California, Wyoming respects
your right to life, liberty and property. Wyoming is pro-business,
pro-property rights, pro-privacy.
We also provide a manager or director
for your company to protect you. Since lawyers like to sue the
company, the Director(s) and the Officer(s) of the company, then placing
yourself in these positions also poses risk. If you're applying
for corporate credit, then you don't have a choice. Prospective
lenders want to see your name on the company if you're applying for
corporate credit. If you're not applying for corporate credit, and
don't anticipate applying for any credit in the first place, then
obtaining a manager/Director for the company is a great idea. But
- The manager keeps you off the
public record, protecting your identity.
- Since your name is not associated
with the company on the public record, those who are seeking a
target perceive you as a worthless target.
- Placing assets and companies in
your own name increases
We provide an excellent incorporation
service. Obtain a Wyoming LLC or Wyoming corporation, operating
agreement, resolutions and the filing fee paid with the state for only
$400. CALL 484-256-4563 for more information.
What's a foreign company?
How does that vary from a domestic company?
In whatever state you live in,
a company filed in that same state is considered a domestic corporation.
A corporation filed in any other state is a foreign corporation.
For example, a Wyoming corporation is domestic to the state of Wyoming.
But it's considered a foreign corporation in any other state.
Likewise, a California corporation is domestic to the state of
California. But a company filed in Delaware, Wyoming or other
state is considered foreign to California.
Knowing the above, doing
business in your state may require a "foreign filing" if the company was
initially filed in another state.
First, why not obtain a shelf
company made in your home state?
1. Your state probably
collects information on stockholders on the state or local level
(business license. A change of ownership usually translates into
a "new company" even though it may be several years old. Bankers
consider companies as "new" when the stockholders change. As for
states such as Wyoming and New Mexico, stockholder info is not
collected. Therefore, the transfer of ownership is not transparent
on the public record.
2. Your state probably
collects info such as SSN and Date of Birth. Therefore, buying a
company filed in your home state is not a good idea. Buy a company
in Wyoming or New Mexico.
3. File the shelf
company in your home state. If you bought the company from us,
most likely it's a company formed in Wyoming or New Mexico. This
is how you file the company in California.
Register a Corporation or LLC in a State
This manual does not tell you how to FORM a corporation
but HOW TO REGISTER your corporation or LLC.
Understand the Process of Qualifying
as a Foreign Corporation in California
If your Corporation or LLC is from another state, it will be considered a Foreign Corporation or LLC.
foreign corporation is an existing
corporation that is
registered to do business in a state jurisdiction other than the one
where it was originally incorporated.
domestic corporation is one that is registered in the same state of
Things You’ll Need:
Filing fees –
checks or money orders
Internet access and printer to download forms
required documentation (letter of good standing from the state in
which the company was initially filed) and completed forms
Step 1: Is your entity name already in
Check to see if the name of the Corporation
or LLC you are wanting to register is already in use. If your entity
name is already taken, you may need to modify your entity name slightly
to register in that state.
To check names in California:
Step 2: Complete Application Form
Obtain an application from the state's department of commerce. The
application will be called something like, "Application for Authority to
Conduct Affairs" or “Registering a Corporation or LLC”. Often, you can
download this from your state's official
California registration Forms are located here:
specific forms and filing fees are listed here for your convenience:
Statement and Designation of Foreign Stock Corporation - $100
LLC Articles of Organization Domestic - $70
LLC Registration Foreign - $70
Certificate of Good Standing for Foreign Entities
If your corporation or LLC is domestic (same
state), you can skip this step.
you are a foreign organization, go to the secretary of state in the
state where you are incorporated, and get a Certificate of Good
Standing. This must be attached to the application form.
For foreign entities wishing to register in California, the
certificate must be dated within 6 months of the time of filing.
Step 4: File Application, Fee, and
Return Envelope with Department of Commerce
File your application and fee with state's department of commerce. Know
that nonprofit corporations may qualify for reduced filing fees.
For California, you may hand deliver for over the counter
processing to one of the regional offices (Sacramento, LA, San
Francisco, Fresno, San Diego) from 8 am - 4:30 pm. Call 916-657-5448 for
complete current addresses. If a document is hand delivered there is an
additional $15 counter fee and must be remitted separately. All offices
accept checks or money orders made out to California Secretary of State.
The main office at the capitol is:
Business Entities Section (For hand deliveries)1500 11th St –
3rd Floor, Sacramento, CA 95814, 916-657-5448
Document Filling Support Unit, PO 944260, Sacramento, CA
facilitate the processing of documents sent to Sacramento, please
attached a self addressed envelope and a letter referencing the
corporate name as well as your name, return address, and phone should
also be submitted.
Know that, since you are choosing to take advantage of all the rights
and amenities of the state in which you are operating as a foreign
corporation, you will be obligated to contribute to the health and
wealth of that state. This
paying other fees within that state.
All California tax forms :
that organize in California, register in California, conduct business in
California, or receive California source income, must file California
The California Estimated Tax Form 100 (ES100) http://www.ftb.ca.gov/forms/2008/08_100es.pdf
The return due date is the 15th day of the third month
after the close of the taxable year.
A Corporation is taxed on its net income at a rate
of 8.84 percent, with a minimum tax of $800. The minimum
franchise tax ($800) is due the first quarter of each accounting period
and must be paid whether the corporation is active, inactive,
operates at a loss, or files a return for a short period of less than 12
months. The minimum tax is waived on newly formed or qualified
corporations filing an initial return for their first taxable year.
All LLCs classified as corporations that organize
in California, register in California, conduct business in California,
or receive California source income, must file California Form 100. The
California Form 100 must be filed by the 15th day of the third month
after the close of the LLC’s taxable year.
The LLC will be taxed at the corporate tax rate of
8.84 percent and will be subject to a minimum tax of $800.
All LLCs classified as partnerships or disregarded
entities that organize in California, register in California, or conduct
business in California, must file California Form 568 Limited Liability
Company Return of Income. California Form 568 must be filed by the 15th
day of the fourth month after the close of the LLC’s taxable year.
An LLC required to file Form 568 pays an annual
tax of $800, and may be subject to a fee based on total annual gross
worldwide income. The annual tax is due by the 15th day of the fourth
month of the taxable year, and is paid using CA Form 3522.
CA Form 3522
In addition, an LLC filing Form 568 that has
members that are not residents of California must file the agreements of
those non-resident members acknowledging that California may tax them
and may collect tax from them, agreeing to file a California return and
pay tax on the members’ share of California source income of the LLC.
For any non-residents that do not sign an agreement, the LLC must pay
tax on the nonresidents’ share of LLC income.
Franchise Tax Board
Corp Tax Forms
LLC Tax Forms
Contact an attorney or firm who helps corporations register in foreign
states to ensure that you are strictly adhering to the registration
Tips & Warnings
Plan to spend
several hours gathering and filling out the paperwork necessary to
qualify as a foreign corporation. If you want to do business in many
states, you will need to fill out separate forms for each one. Many
people delegate this work to a corporate attorney or a firm that
specializes in the registering of corporations.
Private firms that will assist you in registering your entities in
If you are not
registered in a state, you may not have the right to sue, which can
limit your ability to collect debts and pursue your rights as a
If the state
in which you do business requires out-of-state companies to register
as foreign corporations and you neglect to do so, you may have to
pay weighty penalties.
If you are
doing business in your home state and you have not qualified as a
foreign corporation in that state, you may be unable to pursue legal
rights until you qualify. By that time, the statute of limitations
may have run out.
daunted by the foreign filing process. As with becoming
incorporated, it's simply a matter of correctly filling out the
appropriate forms and paying the filing fees.
IS THIS INFORMATION CORRECT? PLEASE
SEE YOUR TAX ADVISOR. CONFIRM BEFORE YOU FILE.