Corporations Code §§ 2105, 2106, 13404.5, Revenue and Taxation Code § 23153 2014 California Secretary of State
S&DC-PC (REV 04/2014) www.sos.ca.gov/business/be
S&DC-PC
Statement and Designation by
Foreign Professional Corporation
To qualify a professional law or accountancy corporation from another
state or country to transact intrastate business in California, fill out this form,
and submit for filing along with:
– A $100 filing fee, and
– A certificate of good standing, issued within the last six (6) months by
the agency where the corporation was formed.
– A separate, non-refundable $15 service fee also must be included, if you
drop off the completed form.
Important! Corporations in California may have to pay a minimum $800
yearly tax to the California Franchise Tax Board. For more information, go
to https://www.ftb.ca.gov.
This Space For Office Use Only
For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm.
Corporate Name (List the exact name of the corporation, as shown in the certificate of good standing. If the name of the corporation is not
available for use in the State of California, the corporation must qualify under an assumed name. E.g., "[list the exact name] which will do business
in California as [list the proposed assumed name]." For general corporate name requirements and restrictions in California, go to
www.sos.ca.gov/business/be/name-availability.htm.)
___________________________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________________________
Corporate History
State or foreign country where this corporation was formed: ____________________________________________________________________________
Service of Process (List a California resident or a California registered corporate agent that agrees to be your agent to accept service
of process in case your corporation is sued. You may list any adult who lives in California. You may not list your own corporation as the
agent. Do not list an address if the agent is a California registered corporate agent as the address for service of process is already on file.
)
a. _______________________________________________________________________________________________________________________________________________
Agent's Name
b. _______________________________________________________________________________________________________________________________________________
Agent's Street Address (if agent is not a corporation) - Do not list a P.O. Box City (no abbreviations) State Zip
The corporation named in Item 1 above irrevocably consents to service of process directed to it upon the agent designated
above, and to service of process on the California Secretary of State if that agent or that agent's successor is no longer
authorized to act or cannot be found at the address given.
Corporate Addresses
a. _______________________________________________________________________________________________________________________________________________
Street Address of Principal Executive Office - Do not list a P.O. Box City (no abbreviations) State Zip
b. _______________________________________________________________________________________________________________________________________________
Street Address of Principal Office in California, if any - Do not list a P.O. Box City (no abbreviations) State Zip
c. _______________________________________________________________________________________________________________________________________________
Mailing Address of Principal Executive Office, if different from 4a or 4b City (no abbreviations) State Zip
Professional Statement
The purpose of this corporation is to engage in the profession of (check one): Law Accountancy
This corporation is a foreign professional corporation within the meaning of Part 4, Division 3, Title 1, California Corporations
Code. The shareholders of this corporation shall be subject, with regard to the rendering of professional services by the
professional corporation in California, or for California residents, to the same degree of personal liability, if any, in California
as is from time to time prescribed by the agency governing the profession in this state for shareholders in a submission to the
jurisdiction of the courts of California to the same extent, but only to the same extent, as applies to the shareholders of a
California professional corporation rendering services in the same profession. This application accordingly constitutes a
submission to the jurisdiction of the courts of California to the same extent, but only to the same extent, as applies to the
shareholders of a California professional corporation in the same profession. The foregoing submission to jurisdiction is a
condition of qualification to do business in this state.
Read and sign below: This form must be signed by an officer of the foreign corporation.
___________________________________________________________ ________________________________________________ ___________________________________
Sign here Print your name here Your officer title
Make check/money order payable to: Secretary of State
Upon filing, we will return one (1) uncertified copy of your filed
document for free, and will certify the copy upon request and
payment of a $5 certification fee.
By Mail
Secretary of State
Business Entities, P.O. Box 944260
Sacramento, CA 94244-2600
Drop-Off
Secretary of State
1500 11th Street, 3rd Floor
Sacramento, CA 95814
CA
CA
