if someone has a 100% online business, under a Foreign LLC ( not CA and not int'l), based on member subscriptions of 30 days for people from ALL over the USA and is physically in California home-based currently, but will relocate out of state soon; possibly out of the country. Will any recurring member transactions from CA make it a requirement to get a certificate of authority from CA secretary of state ? look at excerpt below: if so, I can actually do business fine without doing the business in CA. but let me know your thoughts as I am trying to open a business bank acct. I wen tot fatwallet and didn't find much on this subject. I know an attorney can tell me more for sure ( with varying opinions from different attorneys), but want to know if someone here is actually in same situation. there are tax consequences and substantial penalties I heard if you don't do this if they investigate. Thanks Definition of Transacting Business in California The activities constituting the transaction of business are set forth in Corp. C 191. Corp. C 191(b) provides that a foreign corporation shall not be considered to be transacting business in California because its subsidiary transacts intrastate business. Transacting business in California means entering into repeated and successive transaction of its business in this state other than interstate or foreign commerce. Without excluding other activities which may constitute transacting business, a foreign corporation shall not be considered to be transacting business solely by reason of carrying on any one or more of the following activities: * Maintaining or defending any action or suit or administrative action * Holding meetings of its board or shareholders or carrying out other activities concerning its internal affairs * Maintaining offices or agencies for the transfer, exchange or registration of its securities * Effecting sales through independent contractors * Soliciting or procuring orders either by mail or through employees or agents or otherwise where such orders require acceptance without this state before becoming binding contracts * Creating Evidences of debt or mortgages on real or personal property * Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature
Is your principle place of business in CA now? If it is, then you are transacting business in CA. Did you get your LLC checks sent to a CA address, etc.
Answer is No for both questions. It also not that simple. I spend time at several residences and CA is not one of them.
So what you are saying is that your only connection to the state is that you have recurring business with ca customers? I didn't understand "is physically in California home-based currently"? What does that mean? And I guess I don't understand why you are asking. You mentioned something about opening a bank account - but not really sure what that has to do with registering an LLC to do business in CA. Anyway, if it is just your customers in ca, and you are not and have not been here, then I don't think you need to register - but that is a big if without knowing what we are really talking about as your business. Some areas may require you to be licensed or registered in ca, such as a lawyer. A New York lawyer cannot offer advice from NY to a CA resident on CA law, without being licensed by CA.