Secretary of State

Business Programs Division

Business Entities, 1500 11th Street, Sacramento, CA 95814

Requirements for Qualification of Foreign Associations

To qualify a foreign (out-of-state or out-of-country) association to transact intrastate business1 in the

State of California, the foreign association must file the enclosed Statement and Designation by
Foreign Association form with the California Secretary of State. (California Corporations Code section
2105.) A “foreign association” is a business association organized as a trust under the laws of a
foreign jurisdiction. (California Corporations Code section 170.)

Upon the filing of the Statement and Designation by Foreign Association form, a Certificate of
Qualification will be issued to the association by the California Secretary of State.2 Note: The
Certificate of Qualification is issued only at the time of qualification and will not be reissued if lost or
misplaced.

Additional Requirement
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 must be attached to the Statement and Designation by Foreign Association form
at the time of filing. A form for this purpose is included with the enclosed Statement and Designation
by Foreign Association form.

Where to File
You can submit your document:

 By mail to Secretary of State, P.O. Box 944260, Sacramento, CA 94244-2600. To facilitate the
processing of documents mailed to the Secretary of State, you should include a letter referencing
the corporate name as well as your name, return address and telephone number; or

 In person (drop off) at the Secretary of State's Sacramento office, 1500 11th Street, Sacramento,
California. Documents delivered in person can be dropped off between the hours of 8:00 a.m. and
4:30 p.m., Monday through Friday (excluding holidays).

Go to www.sos.ca.gov/business-programs/business-entities/processing-times to get the current processing

times and determine which method of submission meets your needs.

Fees
The fee for filing the Statement and Designation by Foreign Association is $100.00. In addition to the
filing fee, there is a non-refundable $15.00 special handling fee for processing documents that are
delivered in person (drop off) at the Sacramento office.

1
California Corporations Code section 191 defines "transacting intrastate business" as "entering into repeated and successive
transactions of its business in this state, other than interstate or foreign commerce."
2
After the foreign association has qualified, an Amended Statement and Designation by Foreign Association form must be filed with the
California Secretary of State: (1) whenever the name of the association is changed in the foreign jurisdiction; (2) whenever the
association makes a change affecting an assumed name under California Corporations Code section 2106(b), and (3) if any other
information contained within the Statement and Designation by Foreign Association changes. (California Corporations Code section
2107(b).) The Amended Statement and Designation by Foreign Association form can be obtained at any of the above-stated office
addresses or by calling the Sacramento Office at (916) 657-5448.

S&DA-Information (Rev. 12/2014) Page 1 of 2 California Secretary of State

bizfile.sos.ca.gov
Fees (continued)
The preclearance and/or expedited filing of a document within a guaranteed time frame can be
requested for an additional fee in lieu of the special handling fee. For detailed information about
special handling or preclearance and expedited filing services, go to www.sos.ca.gov/business-
programs/business-entities/service-options. The special handling or preclearance and expedited
filings services are not applicable to documents submitted by mail, and payment for those services
should be made in a separate check.

Payments for documents submitted:

 by mail to Sacramento can be made by check or money order.

 in person (drop off) at the Sacramento office can be made by check, money order, cash, or
credit card (Visa or MasterCard).

Checks or money orders should be made payable to the Secretary of State.

Copies
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 $5.00 certification fee. To get additional copies, include a
separate request and payment for copy fees when the document is submitted. Copy fees are $1.00
for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00
certification fee, per copy.

Additional Resources
Foreign Associations may be subject to additional requirements depending on the type of business
conducted. Please refer to our website at www.sos.ca.gov/business-programs/business-
entities/resources for a list of other agencies you may need to contact to ensure proper compliance.
Note: The Secretary of State does not license business entities. 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 entity.

Name restrictions apply to most business entities. Please refer to our website at
www.sos.ca.gov/business-programs/business-entities/name-availability for business entity name
regulations and the most common statutory requirements and restrictions relating to the use or
adoption of a business entity name in California.

S&DA-Information (Rev. 12/2014) Page 2 of 2 California Secretary of State

bizfile.sos.ca.gov
 Requirements for Qualification of Foreign Associations
Instructions:
To qualify to transact intrastate business in the State of California the foreign (out-of-state or out-of-country)
association must file the enclosed Statement and Designation by Foreign Association form with the California
Secretary of State. The document should be typed with letters in dark contrast to the paper. Documents not suitable
for reproduction will be returned unfiled. Note: The file date of the Statement and Designation by Foreign Association
form is generally the date the document complying with applicable law is received in the Secretary of State’s office.
Additional Requirement: 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 must be attached to the Statement and Designation by Foreign Association form at the time of
filing. The officers’ certificate must be signed by the Chairman of the Board, President or any Vice-President and by
the Secretary, Chief Financial Officer, Treasurer, assistant Secretary or Assistant Treasurer. The trustees' certificate
must be signed by two of the trustees or, if there is only a single trustee, by the single trustee.
Complete the Statement and Designation by Foreign Association form as follows:
Entity Name: Enter the name of the exact name of the foreign association.
 Note: If the name of the foreign association is not available for use in the State of California, the
association must qualify under an assumed name (i.e., a name other than the true association
name) as required by California Corporations Code Section 2106(b). If an assumed name is
required, complete the first line of the form with true association name, followed by the words
"which will do business in California as (state the assumed name) ”.
 Name restrictions apply to most business entities. Please refer to our Name
Availability webpage at www.sos.ca.gov/business-programs/business-entities/name-availability
for business entity name regulations and the most common statutory requirements and
restrictions relating to the use or adoption of a business entity name in California.
Jurisdiction: Enter the jurisdiction (state or place) of organization of the foreign association.
Item 1: Enter the street address of the principal executive office. Please do not use a P.O. Box address or
abbreviate the name of the city.
Item 2: If any, and if different from Item 1, enter the street address of the principal office in California. Please do
not use a P.O. Box address or abbreviate the name of the city.
Item 3: If different from Item 1 or 2, enter the mailing address of the principal executive office. Please do not
abbreviate the name of the city.
Item 4: If an individual is designated as the agent for service of process,1 complete Item 4 with the name of the
agent and the agent’s business or residential street address in California (a P.O. Box address is not
acceptable). Please do not enter “in care of” (c/o) or abbreviate the name of the city. Do not complete
Item 5 when the agent is an individual.
Item 5: If a corporation is designated as the agent for service of process, complete Item 5 with the name of the
corporate agent exactly as it appears on the records of the California Secretary of State.
Note: Before a corporation may be designated as agent, that corporation must have previously filed with
the Secretary of State a certificate pursuant to California Corporations Code section 1505. An
association cannot act as its own agent and no domestic or foreign corporation may file pursuant to
Section 1505 unless the corporation is currently authorized to engage in business in California and is in
good standing on the records of the California Secretary of State. Do not complete Item 4 when the agent
is a corporation.
Item 6: This exact statement is required by the California Corporations Code and should not be altered.
Execution: The Statement and Designation by Foreign Association form must be signed by an officer, or if there
are no officers, by a trustee of the foreign association.

1
An “agent for service of process” is an individual (director, officer or any other person, whether or not affiliated with the association) who
resides in California or a corporation designated to accept service of process if the association is sued. Note: The agent must agree to
accept service of process on behalf of the association prior to designation.

S&DA-Instructions (Rev. 12/2014) Page 1 of 1 California Secretary of State

bizfile.sos.ca.gov
 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) Clear Form Print Form
 Statement and Designation
by Foreign Association

[Name of Association]

, a business trust organized and existing under the

laws of , makes the following statements and designation:

[State or Place of Organization]

1. The street address of its principal executive office is

2. The street address of its principal office in the State of California is

[If none, leave Item 2 blank.]
.

3. The mailing address of its principal executive office is

[If the same as Item 1 or 2, leave Item 3 blank.]
.

Designation of Agent for Service of Process in the State of California

(Complete either Item 4 or Item 5.)

4. [Use this paragraph if designating an agent for service of process who is a natural person.]

_________________________________________________________ , a natural person residing in the State of California,

whose complete street address is _____________________________________________________________________________

, is designated as agent upon whom process directed

_______________________________________________________
to this association may be served within the State of California, in the manner provided by law.

5. [Use this paragraph if designating an agent for service of process who is a corporation.]

,
__________________________________________________________________________________________________________________

is designated as agent upon whom process directed to this association may be served within the State
of California, in the manner provided by law.

6. It irrevocably consents to service of process directed to it upon the agent designated above, and to
service of process on the Secretary of State of the State of California if the agent so designated or the
agent's successor is no longer authorized to act or cannot be found at the address given.

[Signature of Officer or Trustee] [Typed Name and Title of Officer or Trustee Signing]

Item 4: If an individual is designated as the agent for service of process, include the agent’s business or residential street address in California (a P.O.
Box address is not acceptable). Item 5: If a corporation is designated as the agent for service of process, do not include the address of the designated
corporation. Note: Corporate agents must have complied with California Corporations Code section 1505 prior to designation, and an association
cannot act as its own agent.

S&DA-Form (Rev. 12/2014) Page 1 of 2 California Secretary of State

bizfile.sos.ca.gov
Clear Form Print Form
If the foreign association has officers, complete the Officers' Certificate below. If the foreign association has no officers,
complete the Trustees' Certificate below.

Officers' Certificate

_______________________________________________________ and _________________________________________________________

declare under penalty of perjury that they are two of the officers of _______________________________________________

___________________________________________________________________________________ , a validly organized and existing

business association organized as a trust under the laws of ______________________________________________________ .

Executed at ________________________________________________________________ on _____________________________________

[City and State] [Date]

__________________________________________________________ _______________________________________________________
[Signature of Officer] [Typed Name and Title of Officer]

__________________________________________________________ _______________________________________________________
[Signature of Officer] [Typed Name and Title of Officer]

Trustees' Certificate

_______________________________________________________ and _________________________________________________________

declare under penalty of perjury that they are two of the trustees or single trustee of ___________________________

___________________________________________________________________________________ , a validly organized and existing

business association organized as a trust under the laws of ______________________________________________________ .

Executed at ________________________________________________________________ on _____________________________________

[City and State] [Date]

__________________________________________________________ _______________________________________________________
[Signature of Trustee] [Typed Name and Title of Trustee Signing]

__________________________________________________________ _______________________________________________________
[Signature of Trustee] [Typed Name and Title of Trustee Signing]

S&DA-Form (Rev. 12/2014) Page 2 of 2 California Secretary of State

bizfile.sos.ca.gov
Clear Form Print Form