A Complete Guide to Foreign Qualification in California

If you have a business formed outside of California and plan to conduct intrastate business in the state, you must foreign qualify your entity with the California secretary of state. The requirement applies to any business that engages in repeated and ongoing transactions within the state.

In this article, we’ll explain how foreign qualification in California works, from meeting the requirements to obtaining a Certificate of Authority. We’ll also introduce Harbor Compliance, a reliable service provider that can expedite the process.

When To Register as a Foreign Business in California

A foreign or intrastate business is considered to be operating in California if it conducts financial transactions from a physical location within California. This applies to business entities, including:

• Corporations
• Partnerships
• Trusts
• Nonprofits
• Limited liability corporations (LLCs)

This requirement doesn’t apply to businesses selling digital or physical products to California residents from another state.

What Doesn’t Count as Conducting Intrastate Business in California

As per the California Corporations Code, the following activities don’t count as doing business intrastate:

• Owning shares in a company based in California
• Owning shares in a foreign company that is conducting business in California
• Being a limited partner of a domestic limited partnership or a foreign limited partnership transacting intrastate business
• Being a member or manager of a domestic LLC or a foreign LLC transacting business intrastate
• Having a bank account in California
• Making sales through independent contractors
• Being involved in legal cases, settlements, or disputes in California
• Doing a one-time business transaction within 180 days

California Foreign Qualification Requirements—Documentation You Need

To qualify a foreign entity to transact intrastate business in California, you need to file the following documents:

1. California foreign qualification form
2. Certificate of good standing issued within the last six months by the foreign corporation's original state or country
3. A Statement of Information filed annually

How To Foreign Qualify in California

Once you’ve gathered the necessary documentation, follow the below steps to proceed with the filing:

1. Go to the California secretary of state’s website.
2. File the online forms depending on your business entity:
   1. For corporations, file a Statement and Designation by Foreign Corporation.
   2. For LLCs, file a Registration—Out-of-State LLC.
   3. For LPs, file Registration—Out-of-State LP.
   4. For Professional Corporations (PCs), file Registration—Out-of-State PC.
   5. For Limited Liability Partnerships (LLPs), file Registration—Out-of-State LLP.
3. Attach a valid certificate of good standing (or other record of similar import) by an authorized public official along with the form.

Note: To meet the minimum filing requirements of the California Corporations Code, you should follow the filing tips shared by the secretary of state.

Complying with state regulations and meeting all the requirements can be complicated and time-consuming, and your foreign qualification may be delayed if the application is returned due to errors. One way is to consult a legal counsel to review the application before submission.

Another option is to outsource the entire foreign qualification registration process to a reliable service provider, such as Harbor Compliance. This will free you from the hassle of submitting accurate filings and getting them approved faster.

Choose Harbor Compliance for End-to-End Foreign Qualification in California

Harbor Compliance’s Foreign Qualification Service helps businesses obtain the Certificate of Authority required to expand into a new state. We take care of all your filings while keeping up with the deadlines. From obtaining good standing certificates or certified copies from the state to submitting your application on your behalf, we handle everything to ensure approval from the states.

If you need a new registered agent in California, check out our Registered Agent Service—we have offices in every state to help you stay on top of your state requirements. You can appoint us as your registered agent to make sure you never miss a legal notice or use the service to change your current agent.

You can also use our Entity Manager (included in the proprietary Software Suite, sold separately) to automatically track due dates and receive notifications about your company’s good standing.

Ordering Harbor Compliance’s Foreign Qualification Service

To order our Foreign Qualification service, follow these steps:

1. Visit the Foreign Qualification page.
2. Enter your business details, along with the state in which it was formed and the state in which you want to register.
3. Create an account and enter your company details.
4. Review your details and checkout.

Once you submit a request, our team of professionals will start preparing and submitting the necessary paperwork. After your business is successfully registered with the state, you’ll receive copies of your filings and approved Certificate of Authority.

Additional Services by Harbor Compliance

Consider ordering Harbor Compliance’s other range of services—from business licensing solutions to tax registration—to get entity management assistance throughout your company’s lifecycle. Find more details in the table below:

Outsource Your Foreign Qualification to Harbor Compliance and Enjoy Peace of Mind

Expanding your business in a new state can be complex—you need to file accurate documents and keep up with the submission deadlines to avoid legal issues and maintain good standing in the operating states.

Harbor Compliance is a reliable partner that provides filing support and advanced software solutions tailored to help you obtain your Certificate of Authority. Order our Foreign Qualification Service and focus on running your business while we handle the process in your name.

You can also use our free Harbor Compliance Score™ to understand your company’s standing with state regulations and see if anything needs improvement. Want to explore other services we offer? To get started, you can schedule a demo session first to see how our solutions can benefit your organization.

For more information on foreign qualification requirements and processes throughout the U.S., visit our Information Center or refer to the table below: