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This Is One California Filing That A Foreign Corporation May Want To Make

A foreign corporation that transacts intrastate business in California must first obtain a certificate of qualification from the California Secretary of State by filing a statement of designation.  Cal. Corp. Code § 2105(a).  One collateral benefit of complying with this requirement is that it "protects" the foreign corporation's name in California because the Secretary of State may not, with certain exceptions, accept for filing articles of incorporation or statement of designation of a corporation having the same or closely similar name.  Cal. Corp. Code §§ 201 & 2106. 

A foreign corporation that is not transacting intrastate business in California is unlikely to want to file a statement of designation and its name will therefore be unprotected.  What's to be done? 

Corporations Code Section 2101 provides an answer.  It allows a foreign corporation that is not transacting intrastate business to register its corporate name with the Secretary of State provided (i) it is not a foreign association; and (ii) the name would be available to a new corporation pursuant to Section 201 at the time of registration.  The registration form and instructions are available here.

The registration is effective until the close of the calendar year in which it is filed and may be renewed annually by filing an application for renewal setting forth the same facts as were required to be in the original filing.  No one can renew now because renewal filings must be made between October 1 and December 31 of each year. 

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