California Certificate of Authority
What is a California certificate of authority?
Companies are required to register with the California Secretary of State before doing business in California. Businesses that are incorporated in another state will typically apply for a California certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.
Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.
When do I need a certificate of authority?
The most common reasons for applying for a certificate of authority include:
- Opening an office or physical location within the foreign state
- Hiring an employee who resides within the state
- Before beginning a contract or a job in a new state
- A vendor or bank’s requirements
- Licensing authority requirements
How do I get a California certificate of authority?
To obtain your California Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.
For Foreign Corporations:
| Agency: | California Secretary of State - Business Programs Division |
| Form: | Statement and Designation by Foreign Corporation - Stock (Form S&DC-S/N) |
| Agency Fee: | $100 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of good standing issued within six months. |
For Foreign Limited Liability Companies:
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) |
| Agency Fee: | $30 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of good standing 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) |
| Agency Fee: | $100 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of good standing issued within six months. |
For Foreign Limited Partnerships:
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: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of good standing issued within six months. |
What do I need from my home state?
In order to obtain a California Certificate of Authority, you must also submit:
- Limited Liability Company: Certificate of good standing issued within six months.
- Corporation: Certificate of good standing issued within six months.
- Nonprofit Corporation: Certificate of good standing issued within six months.
What is a registered agent?
A registered agent receives service of process and government notices on behalf of your business. When you prepare your California Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).
Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.
What is the contact information for the state?
California Secretary of State - Business Programs DivisionPhysical Address:
1500 11th Street, 2nd and 3rd Floors (expedite to 3rd floor)
Sacramento, CA 95814
Phone: 916-657-5448
Website: http://www.sos.ca.gov/business/
Name Search: https://businesssearch.sos.ca.gov/
Forms: http://www.sos.ca.gov/business/be/forms.htm
Online Filing: https://www.sos.ca.gov/business-programs/bizfile/file-online/
