Form S&DC-S/N "Statement of Designation by Foreign Corporation - Stock" - California

What Is Form S&DC-S/N?

This is a legal form that was released by the California Secretary of State - a government authority operating within California. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on March 1, 2017;
  • The latest edition provided by the California Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form S&DC-S/N by clicking the link below or browse more documents and templates provided by the California Secretary of State.

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Download Form S&DC-S/N "Statement of Designation by Foreign Corporation - Stock" - California

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Instructions for Completing the
Statement and Designation by Foreign Corporation (Form S&DC-S/N)
To qualify a corporation from another state, foreign country or other place to transact intrastate business in California,
you must file a Statement and Designation by Foreign Corporation (Form S&DC-S/N) with the California Secretary of
State.
Form S&DC-S/N is required along with a current (within 6 months) Certificate of Good Standing issued by the
government agency where the foreign corporation is formed. The Certificate must certify that the corporation is in
existence, in active status, or in good standing. NOTE: If the corporation is a nonprofit, the Certificate of Good
Standing must indicate the corporation is a nonprofit or nonstock corporation.
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs and whether additional article provisions for the corporation are needed.
Fees:
Filing Fee: The fee for filing a Statement and Designation by Foreign Corporation (Form S&DC-S/N) is $100.00
for foreign stock corporation and $30.00 for foreign nonprofit corporation.
NOTE: If the corporation is a nonprofit, the Certificate of Good Standing must indicate the corporation is a
nonprofit or nonstock corporation to get the $30 filing fee.
Faster Service Fee:
-
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to
our Sacramento office.
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in
person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee
provides priority service over documents submitted by mail. The drop off fee does not apply to mail
submissions. The special handling fee is not refundable whether the document is filed or rejected.
-
Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information
about this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon
request and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed document,
include payment for copy fees and certification fees at the time the document is submitted. Additional copy fees are
$1.00 for the first page and $0.50 for each additional page. For certified copies, there is an additional $5.00
certification fee, per document.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by
mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card
(Visa® or MasterCard®).
Processing Times: For current processing times, go to
www.sos.ca.gov/business/be/processing-times.
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Statement
and Designation by Foreign Corporation (Form S&DC-S/N) as follows:
Item
Instruction
Tips
1.
Enter the name of the proposed
• If an assumed name is required, “[enter the exact name] which
corporation exactly as it is shown on
will do business in California as [enter the proposed assumed
the Certificate of Good Standing
name].”
from the foreign jurisdiction.
• There are legal limitations on what name can be used for the
corporation. For general corporation name requirements and
If the name of the corporation is not
restrictions or for information on reserving a corporation name
available for use in the State of
prior to submitting Form S&DC-S/N, go to
California, the corporation must
qualify in California under an
www.sos.ca.gov/business/be/name-availability.
assumed name. See Filing Tips.
• A name reservation is not required to submit Form S&DC-S/N.
2017 California Secretary of State
S&DC-S/N Instructions (REV 03/2017)
www.sos.ca.gov/business/be
Instructions for Completing the
Statement and Designation by Foreign Corporation (Form S&DC-S/N)
To qualify a corporation from another state, foreign country or other place to transact intrastate business in California,
you must file a Statement and Designation by Foreign Corporation (Form S&DC-S/N) with the California Secretary of
State.
Form S&DC-S/N is required along with a current (within 6 months) Certificate of Good Standing issued by the
government agency where the foreign corporation is formed. The Certificate must certify that the corporation is in
existence, in active status, or in good standing. NOTE: If the corporation is a nonprofit, the Certificate of Good
Standing must indicate the corporation is a nonprofit or nonstock corporation.
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs and whether additional article provisions for the corporation are needed.
Fees:
Filing Fee: The fee for filing a Statement and Designation by Foreign Corporation (Form S&DC-S/N) is $100.00
for foreign stock corporation and $30.00 for foreign nonprofit corporation.
NOTE: If the corporation is a nonprofit, the Certificate of Good Standing must indicate the corporation is a
nonprofit or nonstock corporation to get the $30 filing fee.
Faster Service Fee:
-
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to
our Sacramento office.
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in
person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee
provides priority service over documents submitted by mail. The drop off fee does not apply to mail
submissions. The special handling fee is not refundable whether the document is filed or rejected.
-
Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information
about this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon
request and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed document,
include payment for copy fees and certification fees at the time the document is submitted. Additional copy fees are
$1.00 for the first page and $0.50 for each additional page. For certified copies, there is an additional $5.00
certification fee, per document.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by
mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card
(Visa® or MasterCard®).
Processing Times: For current processing times, go to
www.sos.ca.gov/business/be/processing-times.
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Statement
and Designation by Foreign Corporation (Form S&DC-S/N) as follows:
Item
Instruction
Tips
1.
Enter the name of the proposed
• If an assumed name is required, “[enter the exact name] which
corporation exactly as it is shown on
will do business in California as [enter the proposed assumed
the Certificate of Good Standing
name].”
from the foreign jurisdiction.
• There are legal limitations on what name can be used for the
corporation. For general corporation name requirements and
If the name of the corporation is not
restrictions or for information on reserving a corporation name
available for use in the State of
prior to submitting Form S&DC-S/N, go to
California, the corporation must
qualify in California under an
www.sos.ca.gov/business/be/name-availability.
assumed name. See Filing Tips.
• A name reservation is not required to submit Form S&DC-S/N.
2017 California Secretary of State
S&DC-S/N Instructions (REV 03/2017)
www.sos.ca.gov/business/be
• A preliminary search of corporation names already of record
can be made online through our Business Search at
BusinessSearch.sos.ca.gov. Please note: The Business
Search is only a preliminary search and not intended to serve
as a formal name availability search. For information on
checking or reserving a name, go to
www.sos.ca.gov/business/be/name-availability.
Enter the state, foreign country or
2.
• The jurisdiction must match the jurisdiction listed in the
other place where the foreign
attached Certificate of Good Standing.
corporation is formed.
3a.
Enter the complete street address,
• The complete street address is required, including the street
city, state and zip code of the
name and number, city, state and zip code.
corporation’s Principal Executive
• Address must be a physical address.
Office address.
• Do not enter a P.O. Box address, an “in care of” address, or
abbreviate the name of the city.
3b.
Enter the complete street address,
• The complete street address is required, including the street
city and zip code of the corporation’s
name and number, city and zip code.
Principal Office in California, if any.
• Do not enter a P.O. Box address, an “in care of” address, or
abbreviate the name of the city.
3c.
If different from the address in Item
• This address will be used for mailing purposes and may be a
3a, enter the mailing address of the
P.O. Box address or “in care of” an individual or entity.
corporation’s Principal Executive
• Do not abbreviate the name of the city.
Office.
4.
The corporation must have an
• An Agent for Service of Process is responsible for accepting
Agent for Service of Process.
legal documents (e.g. service of process, lawsuits, other types
of legal notices, etc.) on behalf of the corporation.
There are two types of Agents that
• You must provide information for either an individual OR a
can be named:
registered corporate agent, not both.
an individual (e.g. officer, director,
• If using a registered corporate agent, the corporation must have
or any other individual) who
a current agent registration certificate on file with the California
resides in California with a
Secretary of State as required by Section 1505.
physical California address; OR
a registered corporate agent
qualified with the California
Secretary of State.
4a & b. If Individual Agent:
• The complete street address is required, including the street
name and number, city and zip code.
Enter the name of the initial
• Do not enter a P.O. Box address, an “in care of” address, or
agent for service of process and
abbreviate the name of the city.
the agent’s complete California
street address, city and zip
• Many times, a small corporation will designate an officer or
code.
director as the agent for service of process.
If an individual is designated as
• The individual agent should be aware that the name and the
the initial agent, complete Items
physical street address of the agent for service of process is a
4a and 4b ONLY. Do not
public record, open to all (as are all the addresses of the
complete Item 4c.
corporation provided in filings made with the California
Secretary of State.)
2017 California Secretary of State
S&DC-S/N Instructions (REV 03/2017)
www.sos.ca.gov/business/be
If Registered Corporate Agent:
4c.
• Before a corporation is designated as agent for another
corporation, that corporation must have a current agent
Enter the name of the initial
registration certificate on file with the California Secretary of
registered corporate agent
State as required by Section
1505
stating the address(es) of
exactly as registered in
the registered corporate agent and the authorized employees
California.
that will accept service of process of legal documents and
notices on behalf of the corporation.
If a registered corporate agent is
designated as the initial agent,
• Advanced approval must be obtained from a registered
complete Item 4c ONLY. Do
corporate agent prior to designating that corporation as your
not complete Items 4a and 4b.
agent for service of process.
• No California or foreign corporation may register as a California
corporate agent unless the corporation currently is authorized
to engage in business in California and is in good standing on
the records of the California Secretary of State.
• Provide your Registered Corporate Agent’s exact name as
registered with the California Secretary of State. To confirm
that you are providing the exact name of the Registered
Corporate Agent, go to
https://businessfilings.sos.ca.gov/frmlist1505s.asp.
• A corporation cannot name itself as agent.
5.
Form S&DC-S/N must be signed by
• There is no authority for a director or “authorized
an officer of the foreign corporation.
representative” to sign a Statement and Designation by Foreign
Corporation (Form S&DC-S/N). This document must be signed
by a corporate officer.
• Do not include the office or title of the person signing.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, complete the Mail Submission Cover Sheet. For the Return
Address: enter the name of a designated person and/or company and the corresponding mailing address. Please
note the Mail Submission Cover Sheet will be treated as correspondence and will not be made part of the filed
document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State, Business
Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2260 or delivered in person (drop off) to the
Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the Sacramento
office.
Legal Authority: General statutory filing provisions are found in Sections
2105-2106 et
seq. All statutory references
are to the California Corporations Code, unless otherwise stated.
Statement of Information: A Statement of Information
(Form
SI-550) must be filed with the California Secretary of
State within 90 days after filing the Statement and Designation by Foreign Corporation (Form S&DC-S/N) and
each year thereafter during the applicable filing period. The applicable filing period is the calendar month in which
the Statement and Designation by Foreign Corporation was filed and the immediately preceding five calendar
months. (Section 2117.)
Minimum Tax Requirement: Most corporations must pay a minimum tax of $800 to the California Franchise Tax
Board each year. (California Revenue and Taxation Code section 23153.) For more information, please refer to the
California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) at
https://www.ftb.ca.gov/forms/misc/1060.pdf.
Additional Resources: For a list of other agencies you may need to contact to ensure proper compliance, go to
www.sos.ca.gov/business/be/resources. Note: The California Secretary of State does not license corporations. For
licensing requirements, please contact the city and/or county where the principal place of business is located and/or
the state agency with jurisdiction over the activities of the corporation.
2017 California Secretary of State
S&DC-S/N Instructions (REV 03/2017)
www.sos.ca.gov/business/be
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
• Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
• Make all checks or money orders payable to the Secretary of State.
• Do not include a $15 counter fee when submitting documents by mail.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
Optional Copy and Certification Fees:
• If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person:
(Please type or print legibly)
First Name:
Last Name:
__________________________________________________
_______________________________________________
Phone (optional):
______________________________________________
Entity Information:
(Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number
:
(if applicable)
_____________________________________
Comments:
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Secretary of State Use Only
Address:
T/TR:
City/State/Zip:
AMT REC’D:
$
Doc Submission Cover - Corp (Rev. 09/2016)
Print Form
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S&DC-S/N
Secretary of State
Statement and Designation by
Foreign Corporation
IMPORTANT —
Read Instructions
before completing this form.
Must be submitted with a current Certificate of Good Standing issued by the
government agency where the corporation was formed.
See Instructions.
Filing Fee
– $100.00 (for a foreign stock corporation) or
$30.00 (for a foreign nonprofit corporation)
Copy Fees – First page $1.00; each attachment page $0.50;
Certification Fee - $5.00
Note: Corporations may have to pay minimum $800 tax to the California Franchise
Tax Board each year. For more information, go to https://www.ftb.ca.gov.
This Space For Office Use Only
2. Jurisdiction
(State, foreign country or place
1. Corporate Name
www.sos.ca.gov/business/be/name-availability
(Go to
where this corporation is formed - must match
for general corporate name requirements and restrictions.)
the Certificate of Good Standing provided.)
3. Business Addresses
(Enter the complete business addresses. Items 3a and 3b cannot be a P.O. Box or “in care of” an individual or entity.)
a. Initial Street Address of Principal Executive Office - Do not enter a P.O. Box
City (no abbreviations)
State
Zip Code
b. Street Address of Principal Office in California, if any - Do not enter a P.O. Box City (no abbreviations)
State
Zip Code
CA
c. Mailing Address of Principal Executive Office, if different than item 3a
City (no abbreviations)
State
Zip Code
4. Service of Process
(Must provide either Individual OR Corporation.)
INDIVIDUAL – Complete Items 4a and 4b only. Must include agent’s full name and California street address.
a. California Agent's First Name (if agent is not a corporation)
Middle Name
Last Name
Suffix
b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box
City (no abbreviations)
State
Zip Code
CA
CORPORATION – Complete Item 4c. Only include the name of the registered agent Corporation.
c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 4a or 4b
5. Read and Sign Below
(See instructions.
Office or title not required.)
I am a corporate officer and am authorized to sign on behalf of the foreign corporation.
__________________________________________________________
____________________________________________________
Signature
Type or Print Name
2017 California Secretary of State
S&DC-S/N (REV 03/2017)
Clear Form
Print Form
www.sos.ca.gov/business/be