California Secretary of state

A S S E T P R O F I L E . C O M

WYOMING SHELF COMPANIES . WYOMING SHELF LLC'S .

BUILD CORPORATE CREDIT . LIMITED LIABILITY

(307) 237.2580

ENHANCE YOUR BUSINESS PLAN WITH A SHELF CORPORATION OR LLC FROM WYOMING OR NEW MEXICO.

$1995 for an eight year old shelf company for a limited time. Ask for the list here.

HOME

CALIFORNIA SHELF COMPANIES AND CALIFORNIA SECRETARY OF STATE INFORMATION

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.

A 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.

A domestic corporation is one that is registered in the same state of original incorporation.

Things You’ll Need:

Filing fees – checks or money orders
Computer with Internet access and printer to download forms
Certain 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 use?

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:

http://www.sos.ca.gov/business/corp/corp_naav.htm Corporation

http://www.sos.ca.gov/business/llc/llc_naav.htm LLC

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 Web site.

All California registration Forms are located here:

http://www.sos.ca.gov/business/bpd_forms.htm

Some specific forms and filing fees are listed here for your convenience:

Statement and Designation of Foreign Stock Corporation - $100

http://www.sos.ca.gov/business/corp/pdf/foreign/corp-s&dcgen.pdf

LLC Articles of Organization Domestic - $70

http://www.sos.ca.gov/business/llc/forms/llc-1.pdf

LLC Registration Foreign - $70

http://www.sos.ca.gov/business/llc/forms/llc-5.pdf

Step 3: Certificate of Good Standing for Foreign Entities

If your corporation or LLC is domestic (same state), you can skip this step.

If 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 11^th St – 3^rd Floor, Sacramento, CA 95814, 916-657-5448

Mailing Address:

Document Filling Support Unit, PO 944260, Sacramento, CA 94424-2600

To 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.

California Taxes

Step 1:
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 may mean filing taxes and paying other fees within that state.

All California tax forms : http://www.ftb.ca.gov/forms/index.shtml

Corporations

Corporations that organize in California, register in California, conduct business in California, or receive California source income, must file California Form 100.

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.

LLCs

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.

http://www.ftb.ca.gov/forms/2008/08_3522.pdf 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.

Tax General Information

http://www.sos.ca.gov/business/tax.htm

Franchise Tax Board

http://www.ftb.ca.gov/

Corp Taxes

http://www.ftb.ca.gov/businesses/bus_structures/cCorp.shtml

Corp Tax Forms

http://www.ftb.ca.gov/forms/07_forms/07_100toc.shtml

LLC Taxes

http://www.ftb.ca.gov/businesses/bus_structures/LLcompany.shtml

LLC Tax Forms

http://www.ftb.ca.gov/forms/07_forms/07_568toc.shtml

Step 2:
Contact an attorney or firm who helps corporations register in foreign states to ensure that you are strictly adhering to the registration procedure.

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 California

http://www.sos.ca.gov/business/bpd_service_companies.htm

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 business.
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.
Don't be 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.

Aged shelf corporations and LLC's offer no tax advantages. We're not attorneys. We're not tax advisors.

QUICKIE CALIFORNIA REFERENCE FOR DOCUMENTS

California Department of Corporations

CALIFORNIA

MAIN STATE WEBSITE

Corporations & LLC’s

Calfifornia Corp Web site

Check for name availability for Corporations or LLC's

State Laws concerning corporations

Laws concerning LLC – Sec 17000 et seq

http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp&codebody=&hits=All

Forms, Samples, & Fees

List of Filing Fees

Online filing of statements -$25 fee

Annual/Biennial Statements

Corporations– Forms Fees Instructions

Articles of Incorporation Domestic - $100 most types

Articles of Incorporation Domestic Non Profit - $30

Statement and Designation of Foreign Stock Corporation - $100

LLC – Forms Fees Instructions

LLC Articles of Organization Domestic - $70

LLC Registration Foreign - $70

PRIVATE SERVICE COMPANIES

that file forms and interface with state

Tax Information

Franchise Tax Board

California Corporation Taxes

California Corporation Tax Forms

LLC Taxes

LLC Tax Forms

BUILDING CORPORATE CREDIT

Preparation for the building of corporate credit:

Lenders require full transparency. This means your name is listed on the public record.
Don't use a nominee officer/contract officer if you're applying for corporate credit.
Lenders prefer companies that are at least two years old.
File the WY company in your home state as a foreign corporation
Obtain a commercial address where you intend to do business
Obtain the phone number, using the commercial address as the billing address
Register the phone number with 411 information services
Be honest on all applications for credit
You're ready! Start building corporate credit. Call 307.237.2580 for a referral.