Foreign entity registration in CA.

4 Replies

Hello, I've got a legal question, it may be a bit off-topic but maybe someone has an answer to this. I have a Wyoming LLC, need to register it in CA. Secretary of state website tells me to file Form LLC 5. One of the steps is to check beforehand if the business name is taken. Of course it already exists in CA.

Now what? I just paid good money to keep my LLC in good standing in WY. I'm searching for a way through/around this. It's a bit urgent since I entered an important contract in CA and can't receive a bank deposit before I get this solved. Any recommendations?

Create a new LLC in CA. The fees for creating one and registering a foriegn one are (I think, haven't double checked CA) the same. There may be reasons to have a LLC in Wyoming or somewhere, but it doesn't help if you're going to invest in a different state. For that matter, LLCs are just for asset protection, and, if you have assets that need protection, you should consult with an attorney who can understand your specific situation and properly advise you.

@Roland Craeye , I have never registered an out of state corporation in CA. In at least one state that I have done that I had to list my corporation and add something to it like another name or an X etc. The name was similar enough to mine so you could recognize it but different from the name in the other state. In effect you are not creating another LLC you are just registering it, and your registration will show your correct name and you will just do business under another name. Like Smith Rentals a Limited Liability Company created and existing under the laws of the state of Wyoming, doing business as Smith Quality Rentals . It is something like that as I recall. It has been a few years since I have done it. I cannot believe that CA has not had this problem and addressed it. There should be a help guide to get you through it.

@Jon Holdman and @Jerry W. Thank you both for responding. I'm registering in CA because the company I'm under contract with has requested me to so. My company name was already taken so I chose a DBA. Waiting on response from Sec. of state.

This topic interests me as well because I'm Inc. in Delaware but there's a ton of info I didn't know prior to Inc. and I'm sure there's a heck of a lot more info. I'm unaware of. From what I gathered you need to have Foreign Qualifications to do business in any state, other than the one you're Inc. in. 

In order to meet these Foreign Qualifications CA requires a Certificate of Authority and a Certificate of Good Standing (from the state you're Inc.). There are also CA franchise tax that I'll have to pay, on top of the franchise tax I'll have to pay to the state I'm Inc. at. as well.

If anyone has anymore info. to add to this topic, I'd love to hear if my comment sums up CA Foreign Qualifications or is there a lot more to it.

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