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?
2 Answers from Attorneys
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.
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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