Secretary of State Information
(Please see reverse)
S&DC-PROFESSIONAL (REV 03/2005)
REQUIREMENTS FOR QUALIFICATION
OF FOREIGN PROFESSIONAL CORPORATIONS
Professional corporations organized under the laws of another state or country and authorized to
qualify to transact business in California pursuant to the Business and Professions Code (currently,
this authority includes only the professions of law and accountancy) must file with the California
Secretary of State a signed statement setting forth the information prescribed by California
Corporations Code Sections 2105 and 13404.5. A Statement and Designation by Foreign
Corporation form for compliance with these requirements is attached.
A certificate by an authorized public official of the state or place of incorporation, to the effect that the
corporation is an existing corporation in good standing status in that state or place, must be attached
to the Statement and Designation by Foreign Corporation form at the time of filing. A certified copy of
the Articles of Incorporation does not meet statutory requirements and cannot be accepted in lieu of
the required certificate.
Upon the filing of the required form, a Certificate of Qualification will be issued to the corporation. The
certificate is issued only at the time of qualification and will not be reissued if lost or misplaced.
The fee for filing the Statement and Designation by Foreign Corporation is $100.00. Check(s) should
be made payable to the Secretary of State.
PLEASE NOTE: Corporations qualified to transact intrastate business in California are subject to
California corporation franchise tax requirements until such time as they formally surrender their right
to transact intrastate business. Information regarding franchise tax requirements can be obtained
from the Franchise Tax Board’s Internet Web site or by calling the Franchise Tax Board at 1-800-852-
Documents can be mailed or hand delivered for over-the-counter processing to the Sacramento office