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Qualifying Your Delaware Trust In California

Yesterday, I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction.  Cal. Corp. Code §§ 170 & 171.  Consequently, a foreign business trust that transacts intrastate business in California must obtain a certificate of qualification from the California Secretary of State.  Cal. Corp. Code § 2105(a).   

The paperwork for qualifying a foreign business trust, however, is not the same as for a foreign corporation.   The correct form is a Statement and Designation by Foreign Association (Form S&DA).  No good standing certificate from the foreign state is required to be filed with this statement.  However, the form must include an officers' certificate, or if the foreign association has no officers, a trustees' certificate, stating that the association is a validly organized and existing business association under the laws of the specified foreign jurisdiction.  Cal. Corp. Code § 2105(b).  The Form S&DA includes forms of these two certificates.

The Secretary of State charges a $100 fee for filing the statement plus a non-refundable $15.00 special handling fee for processing documents that are delivered in person (drop off) at the Sacramento office.

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