Legal Question in Business Law in California

Divisions of A Corporation

I am a board member of a Nevada Corporation and we are interested in establishing a Division of the corporation in California. My question is: Does the Division have to be qualified as a foreign corporation in order to do business in California?


Asked on 4/29/99, 10:13 pm

2 Answers from Attorneys

MICHAEL MILNES Law Office of Michael A. Milnes

Re: Divisions of A Corporation

Yes, any out of state corporation, whether the whole corporation or only a division, must pay the fee required by the Franchise Tax Board and qualify as a foreign corpotration. It must also designate an agent for sevrice of process with teh California Sectretary of State. The designation and franchise tax fee atre payable/filed annually. The income tax return must be filed for the corporation in California. To avoid getting the entire corpoartion involved in the income tax situation, you might consider setting up your division into a separate Nevada corporation subsidiary and having the separate corporation only qualify in California.

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Answered on 5/03/99, 3:46 pm
Thomas W. Newton Tims & Newton

Re: Divisions of A Corporation

Mr. Milnes' reply is dead on the money. Also, you

need to check whether an existing CA corporation

is using the same or a "confusingly similar" name

to the name your entity will use.

You might want to read through Cal. Corporations Code

Secs 2100-2117, for an overview of state law regulating

foreign corporations conducting intrastate business

California

The foregoing information is provided as an

accommodation only, and does not constitute legal

advice or a legal opinion based on a comprehensive

review of all relevant facts, nor can provision of

such information be construed as creating an

attorney-client relationship.

Regards,

TW Newton

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Answered on 5/03/99, 6:35 pm


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