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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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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...

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