CALIFORNIASHELFCORPORATION.COM

CALIFORNIA SHELF COMPANIES  .  CALIFORNIA SHELF LLC'S  . 

BUILD CORPORATE CREDIT  .  LIMITED LIABILITY

(307) 237.2580`

INSTANT CREDIBILITY WITH AN AGED SHELF CORPORATION FILED IN CALIFORNIA

Eight year old shelf company available for $1995.  Ask for the list here.   

CALIFORNIA SHELF CORPORATIONS AND SHELF LLC'S INFORMATION ON THE CALIFORNIA SECRETARY OF STATE

When to avoid acquiring a California Shelf Corporation.  This is critical information if you need a shelf corporation or shelf LLC, and you must do business in California.

THE PROBLEM:  DO NOT acquire a California shelf corporation to build corporate credit or to start a business.

Please consider the following reasons:

  • California companies have a horrible record of an insecure corporate veil.  The corporate veil is what protects you from the liabilities of the company.  When the corporate veil is strong, you are not personally liable for the debts of the company.  When the corporate veil is weak and its pierced, the creditor can make you personally liable and attach your personal assets.  Anyone who lives in California knows of the over-population of lawyers, and the risks that they produce. 

    • California companies are weak in corporate veil!  California lawyers sell their clients on incorporating, and then they routinely attack the corporate veil of other corporations and LLC's.  Attacking the corporate veil is routine in California.

    • California corporations and LLC's are equally weak.  California companies simply cannot hold up to the challenges of attorneys in California. 

The Solution:  Obtain an out-of-state shelf corporation or shelf LLC, and file the company in California. 

The corporate veil of out-of-state companies are much stronger than those of California.  Further, our shelf companies filed in Montana, Wyoming and New Mexico are extremely strong.  We challenge any attorney in California to attempt to pierce the corporate veil of any of our companies.

  • The California Franchise Tax Board poses certain challenges when buying a California shelf corporation

    • The annual $800 fee with the California Franchise Tax Board means that a California shelf corporation will cost much more.  When you buy a shelf corporation or shelf llc, you're paying for the maintenance fees of the previous years and a premium for the age of the company.  Since the California Franchise Tax Board charges an annual fee of at least $800, then you are also paying this fee for the previous years of the shelf company.  If the seller of the shelf company hadn't paid the fee, then you must pay it in arrears, plus penalties and interest.  In addition, the reports made the California Franchise Tax Board may not have been truthful.

    • The California Franchise Tax Board, and the local business license, also requests the identity of the owners of the corporation or LLC.  A change of ownership resets the age of the company to ZERO, from the standpoint of Dun & Bradstreet, and the banks.  Since there was a filing of the initial owner of the company, and you recently bought it, this means you're the second owner.  When a company is purchased, the existing credit and age is reset to ZERO.  As a result, obtaining a shelf corporation or shelf LLC with established credit is futile, since the established credit is reset to ZERO within a couple of months.

The Solution:  Obtain  an out-of-state shelf corporation or shelf LLC, and file the company in California as a foreign corporation.  Out-of-state shelf corporations and shelf LLC's don't need to pay the California Franchise Tax Board until the company is filed in California.  And even then, the fee isn't paid until the first anniversary from when the out-of-state (foreign) company is filed in California.

You and your business are safer when certain that the California Franchise Tax Board fees are paid when owed, and back taxes are not owed.

The states of Montana, Wyoming and New Mexico don't request the information on the owners of the company.  The owners' identities aren't disclosed.  This means that you are considered the FIRST owner of the company once you register the foreign shelf company to do business in California.  This is important if you intend to build corporate credit or obtain private financing. 

You will pay less, in terms of the sales price of the company, by acquiring an out-of-state shelf company and then filing it in California.  This is because the annual maintenance fees are lower by obtaining a shelf corporation out of Wyoming, Montana or New Mexico, than a California company.

California shelf corporations and shelf LLC's always costs more than what they are worth.  You're better off with an out-of-state shelf company that's filed in California as a foreign entity.

SHOULD I OBTAIN A SHELF CORPORATION OR SHELF LLC?

LLC's (taxed as a partnership) and Subchapter S Corporations are very much taxed the same.  They are pass through entities and the members/owners receive a K1 at the end of the tax year.  In terms of lending, doing business with governments and power plants, and construction companies, it's an advantage to do business as a corporation than an LLC.  For reasons we boil down to bias, banks prefer to lend to a corporation rather than an LLC.  This also applies to energy production and putting bids on municipal and government projects.         


CALIFORNIA BASICS ON CORPORATIONS AND LLC'S

A domestic corporation formed in California is a company that was filed in California.

This also means that a corporation filed in any other state, such as in Oregon, is considered a foreign corporation in California.  But, an Oregon, an Oregon company is domestic to Oregon.  A California company filed in Oregon is a foreign company in Oregon.  Got it?

A foreign corporation that seeks to do business in California must file one of these forms:

Since California requires disclosure of the owners at the business license level, this will reveal the owners for anyone who is looking.  When you apply for corporate credit, a change of ownership is detected.  As such, a change of ownership is considered a new company.  The age of the company and its corporate credit is reset! 

The solution is to obtain a foreign company and file it in California.  An aged shelf corporation or an aged shelf LLC will provide the following advantages:

  • Instant credibility

  • Increased access to Funding

  • Overcome customer objections

  • Access to bidding opportunities.

There are 49 other states!  From which state should I buy a shelf corporation or shelf LLC?

The states to consider are:

  • Montana, for corporations and LLC's

  • Wyoming, for corporations and LLC's

  • New Mexico, for LLC's only.

These three states don't ask for the owners of the companies. 

 


How to Register a Foreign Corporation or LLC in California

 

 

Do I have to qualify or register a foreign (out–of–state or out–of–country) business entity?

Before transacting intrastate business in California the business must first qualify/register with the California Secretary of State. (California Corporations Code section 2105, 15909.02, 16959 or 17708.02.) California Corporations Code sections 191, 15901.02(ai) and 17708.03define "transacting intrastate "as entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.

The Secretary of State's office cannot advise you as to whether or not the business must qualify/register to do business in California. If you require assistance in making that determination and to ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel.

 

How do I qualify or register a foreign (out–of–state or out–of–country) business entity in California?

A foreign business entity can qualify/register to transact business in California by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

  • Corporation: File a Statement and Designation by Foreign Corporation (Form S&DC–S/N [for foreign general stock or nonprofit corporations], Form S&DC-PC [for foreign professional law or accountancy corporations] or Form S&DC–INS [for foreign insurer corporations) and attach to the completed form a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign corporation is incorporated.
  • Limited Liability Company: File an Application to Register (Form LLC–5) and attach to the completed form a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign limited liability company is organized.
  • Limited Partnership: File an Application for Registration (Form LP–5) and attach to the completed form a valid certificate of good standing (or other record of similar import) by an authorized public official of the foreign jurisdiction under which the foreign limited partnership is organized.
  • Limited Liability Partnership: File an Application to Register a Limited Liability Partnership (Form LLP–1) and attach to the completed form a valid certificate of good standing (or other record of similar import) by an authorized public official of the foreign jurisdiction under which the foreign limited liability partnership is organized.

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting qualification or registration documents to the California Secretary of State.

Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

Foreign Corporations
(Filing Tips)
Fees
1. Statement and Designation by Foreign Corporation - Stock (Form S&DC-S/N) 
(PDF - REV 04/2014)
$100.00
2. Statement and Designation by Foreign Corporation - Professional (Form S&DC-PC) 
(PDF - REV 04/2014)
$100.00
3. Statement and Designation by Foreign Corporation - Insurer (Form S&DC-INS) 
(PDF - REV 04/2014)
$100.00
4. Statement and Designation by Foreign Corporation - Nonprofit (Form S&DC S/N) 
(PDF - REV 04/2014)
$ 30.00
5. Amended Statement by Foreign Corporation (Form ASDC) 
(PDF - REV 01/2013)
$ 30.00
6. California Corporations Code Section 1505 Certificate (Form 1505) 
(PDF - REV 01/2013)
$ 30.00
7. Statement of Information - Foreign (Form SI-350) 
(PDF - REV 01/2013)

The required Statement of Information for most corporations can be filed online and is generally processed in one business day. Refer to Information Requests to order copies after filing.
$ 25.00
8. Resignation of Agent for Service of Process (Form RA-100) 
(PDF - REV 12/2014)
No Fee
9. Corporate Disclosure Statement (Form SI-PT) 
(PDF - REV 01/2013)
No Fee
10. Certificate of Surrender 
(PDF - REV 01/2013)
No Fee
11. Corporate Mergers 
(PDF - REV 01/2013)
(mergers between corporations only)
$100.00
12. Interspecies Mergers (Form OBE MERGER-1) 
(PDF - REV 01/2015)
(mergers between corporations & other business entities)
$150.00
13. Conversions
(conversion to a domestic stock corporation or other business entity - refer to conversions for the applicable conversion document/form & filing fee)
- -
14. Registration of Corporate Name by Foreign Corporation 
(PDF - REV 01/2013)
$ 50.00
15. Certificate of Cancellation of Foreign Name Registration 
(PDF - EST 12/2014)
No Fee
16. Substituted Service of Process 
(on a corporation, for each corporation named)
$ 50.00
17. Name Reservations 
(information and name reservation request form)
$ 10.00
18. Information Requests
(information, fees and records order form for requesting certificates, copies and status reports)
- -
19. Special Handling & Preclearance and Expedited Filing Services 
(information about service options and associated fees)
- -

 

 

 

Foreign Limited Liability Companies (LLCs) 
(Filing Tips)
Fees
1. Application to Register (Form LLC-5) 
(PDF - REV 01/2014)
$ 70.00
2. Amendment to Registration (Form LLC-6)
(PDF - REV 12/2014)
$ 30.00
3. Certificate of Correction (Form LLC-11) 
(PDF - REV 12/2014)
$ 30.00
4. Statement of Information (Form LLC-12) 
(PDF - REV 01/2014)
$ 20.00
5. Resignation of Agent for Service of Process (Form RA-100) 
(PDF - REV 12/2014)
No Fee
6. Certificate of Cancellation (Form LLC-4/7) 
(PDF - REV 12/2014)
No Fee
7. Limited Liability Company Mergers (Form OBE MERGER-1) 
(PDF - REV 01/2015)
(mergers between LLCs only)
$ 70.00
8. Interspecies Mergers (Form OBE MERGER-1)
(PDF - REV 01/2015)
(mergers between LLCs & other business entity types) 
 
$150.00
9. Conversions
(conversion to a domestic LLC or other business entity - refer to conversions for the applicable conversion document/form & filing fee)
- -
10. Substituted Service of Process 
(on an LLC, for each LLC named)
$ 50.00
11. Name Reservations 
(information and name reservation request form)
$ 10.00
12. Information Requests
(information, fees and records order form for requesting certificates, copies and status reports)
- -
13. Special Handling & Preclearance and Expedited Filing Services 
(information about service options and associated fees)
- -

 

 

 

Step 1: Is your entity name already in use?

Check to see if the name of the Corporation or LLC you are wanting to register is already in use. If your entity name is already taken, you may need to modify your entity name slightly to register in that state.

To check names in California:

http://www.sos.ca.gov/business/corp/corp_naav.htm   Corporation

http://www.sos.ca.gov/business/llc/llc_naav.htm LLC

 

Step 2: Complete Application Form


Obtain an application from the state's department of commerce. The application will be called something like, "Application for Authority to Conduct Affairs" or “Registering a Corporation or LLC”. Often, you can download this from your state's official
Web site.

All California registration Forms are located here:

http://www.sos.ca.gov/business/bpd_forms.htm

Some specific forms and filing fees are listed here for your convenience:

Statement and Designation of Foreign Stock Corporation - $100

http://www.sos.ca.gov/business/corp/pdf/foreign/corp_s&dcgen.pdf

 

LLC Articles of Organization Domestic - $70

http://www.sos.ca.gov/business/llc/forms/llc-1.pdf

 

LLC Registration Foreign - $70

http://www.sos.ca.gov/business/llc/forms/llc-5.pdf

 

Step 3: Certificate of Good Standing for Foreign Entities                                                                                                                                  

If your corporation or LLC is domestic (same state), you can skip this step.           

If you are a foreign organization, go to the secretary of state in the state where you are incorporated, and get a Certificate of Good Standing. This must be attached to the application form.

For foreign entities wishing to register in California, the certificate must be dated within 6 months of the time of filing.

Step 4: File Application, Fee, and Return Envelope with Department of Commerce

File your application and fee with state's department of commerce. Know that nonprofit corporations may qualify for reduced filing fees.

For California, you may hand deliver for over the counter processing to one of the regional offices (Sacramento, LA, San Francisco, Fresno, San Diego) from 8 am - 4:30 pm. Call 916-657-5448 for complete current addresses. If a document is hand delivered there is an additional $15 counter fee and must be remitted separately. All offices accept checks or money orders made out to California Secretary of State.

 The main office at the capitol is:

Business Entities Section (For hand deliveries)1500 11th St – 3rd Floor, Sacramento, CA 95814, 916-657-5448

Mailing Address:

Document Filling Support  Unit, PO 944260, Sacramento, CA 94424-2600                                                                                                                  

To facilitate the processing of documents sent to Sacramento, please attached a self addressed envelope and a letter referencing the corporate name as well as your name, return address, and phone should also be submitted.

California Taxes

Step 1:
Know that, since you are choosing to take advantage of all the rights and amenities of the state in which you are operating as a foreign corporation, you will be obligated to contribute to the health and wealth of that state. This
may mean filing taxes and paying other fees within that state.

All California tax forms : http://www.ftb.ca.gov/forms/index.shtml

Corporations

Corporations that organize in California, register in California, conduct business in California, or receive California source income, must file California Form 100.

The California Estimated Tax Form 100 (ES100) http://www.ftb.ca.gov/forms/2008/08_100es.pdf

The return due date is the 15th day of the third month after the close of the taxable year.

 

A Corporation is taxed on its net income at a rate of 8.84 percent, with a minimum tax of $800.   The minimum franchise tax ($800) is due the first quarter of each accounting period and must be paid whether the corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months. The minimum tax is waived on newly formed or qualified corporations filing an initial return for their first taxable year.

 

LLCs

All LLCs classified as corporations that organize in California, register in California, conduct business in California, or receive California source income, must file California Form 100. The California Form 100 must be filed by the 15th day of the third month after the close of the LLC’s taxable year.

 

The LLC will be taxed at the corporate tax rate of 8.84 percent and will be subject to a minimum tax of $800.

 

All LLCs classified as partnerships or disregarded entities that organize in California, register in California, or conduct business in California, must file California Form 568 Limited Liability Company Return of Income. California Form 568 must be filed by the 15th day of the fourth month after the close of the LLC’s taxable year.

 

An LLC required to file Form 568 pays an annual tax of $800, and may be subject to a fee based on total annual gross worldwide income. The annual tax is due by the 15th day of the fourth month of the taxable year, and is paid using CA Form 3522.

http://www.ftb.ca.gov/forms/2008/08_3522.pdf CA Form 3522

 

In addition, an LLC filing Form 568 that has members that are not residents of California must file the agreements of those non-resident members acknowledging that California may tax them and may collect tax from them, agreeing to file a California return and pay tax on the members’ share of California source income of the LLC. For any non-residents that do not sign an agreement, the LLC must pay tax on the nonresidents’ share of LLC income.

Tax General Information

http://www.sos.ca.gov/business/tax.htm

 

Franchise Tax Board

http://www.ftb.ca.gov/

 

Corp Taxes

http://www.ftb.ca.gov/businesses/bus_structures/cCorp.shtml

 

Corp Tax Forms

http://www.ftb.ca.gov/forms/07_forms/07_100toc.shtml

 

LLC Taxes

http://www.ftb.ca.gov/businesses/bus_structures/LLcompany.shtml

 

LLC Tax Forms

http://www.ftb.ca.gov/forms/07_forms/07_568toc.shtml

Step 2:
Contact an attorney or firm who helps corporations register in foreign states to ensure that you are strictly adhering to the registration procedure.

Tips & Warnings

  • Plan to spend several hours gathering and filling out the paperwork necessary to qualify as a foreign corporation. If you want to do business in many states, you will need to fill out separate forms for each one. Many people delegate this work to a corporate attorney or a firm that specializes in the registering of corporations.

Private firms that will assist you in registering your entities in California

http://www.sos.ca.gov/business/bpd_service_companies.htm

  • If you are not registered in a state, you may not have the right to sue, which can limit your ability to collect debts and pursue your rights as a business.
  • If the state in which you do business requires out-of-state companies to register as foreign corporations and you neglect to do so, you may have to pay weighty penalties.
  • If you are doing business in your home state and you have not qualified as a foreign corporation in that state, you may be unable to pursue legal rights until you qualify. By that time, the statute of limitations may have run out.
  • Don't be daunted by the foreign filing process. As with becoming incorporated, it's simply a matter of correctly filling out the appropriate forms and paying the filing fees.

IS THIS INFORMATION CORRECT?  PLEASE SEE YOUR TAX ADVISOR.  CONFIRM BEFORE YOU FILE.

 

 

Aged shelf corporations and LLC's offer no tax advantages.  We're not attorneys.  We're not tax advisors.

CALIFORNIA QUICK REFERENCE

California Department of Corporations


CALIFORNIA

MAIN STATE WEBSITE

Corporations & LLC’s

 

California Corp Web site

 

Check for name availability for Corporations or LLC's

State Laws concerning corporations

 

 

Laws concerning LLC – Sec 17000 et seq

http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp&codebody=&hits=All

 

Forms, Samples, & Fees

List of Filing Fees

Online filing of statements -$25 fee

Annual/Biennial Statements

 

Corporations– Forms Fees Instructions

Articles of Incorporation Domestic - $100 most types

Articles of Incorporation Domestic Non Profit - $30

 

Statement and Designation of Foreign Stock Corporation - $100

 

 LLC – Forms Fees Instructions

 

LLC Articles of Organization Domestic - $70

 

LLC Registration Foreign - $70

 

PRIVATE SERVICE COMPANIES

that file forms and interface with state

 

Tax Information

 

Franchise Tax Board

 

California Corporation Taxes

 

California Corporation Tax Forms

 

LLC Taxes

 

LLC Tax Forms


 

BUILDING CORPORATE CREDIT

Preparation for the building of corporate credit:

  • Lenders require full transparency.  This means your name is listed on the public record.
  • Don't use a nominee officer/contract officer if you're applying for corporate credit.
  • Lenders prefer companies that are at least two years old.
  • File the WY company in your home state as a foreign corporation
  • Obtain a commercial address where you intend to do business
  • Obtain the phone number, using the commercial address as the billing address
  • Register the phone number with 411 information services
  • Be honest on all applications for credit
  • You're ready!  Start building corporate credit.  Call 307.237.2580 for a referral.

ORDER PROCEDURE

1.  Choose the shelf corporation or shelf LLC for acquisition

2.  We send a custom order form

3.  You approve the order and fax to our number, 702.920.8824

4.  We process the order after receiving payment

5.  The documents we have on file are sent via USPS Express Mail

6.  We order a new set of documents from the Secretary of State

7.  You provide an updated list of officers and the new company address

8.  You apply for the EIN and the bank account.

9.  You file the company in California, if that's where you intend to do business, and update that information with us.


FILING YOUR SHELF CORPORATION OR SHELF LLC IN ANOTHER STATE?

NATIONWIDE SECRETARY OF STATES, UNDER CONSTRUCTION

Arkansas Secretary of State
 

Arizona Corporation Commission

Arkansas Secretary of State


California Department of Corporations

Colorado Secretary of State

Connecticut Secretary of State

Delaware Secretary of State

 

District of Columbia

 

Florida Secretary of State

     Florida Breakdown Here

Georgia Secretary of State

Hawaii Secretary of State

All forms

Corporation

LLC

 


Idaho Secretary of State


Illinois Secretary of State


Indiana Secretary of State


Iowa Secretary of State


Kansas Secretary of State


Kentucky Secretary of State


Louisiana Secretary of State

  • All Forms

  • Corporations

  • LLC's

 


Maine Secretary of State

 


Maryland Department of Assessments and Taxation


 

Massachusetts Corporations Division

 


 

Michigan Department of Consumer and Industry Services

  • All Forms

  • Corporations

  • LLC's

 

 


Minnesota Secretary of State

 


Mississippi Secretary of State

  • All Forms

  • Corporations

  • LLC's

 


Missouri Secretary of State

  • All Forms

  • Corporations

  • LLC's

 


Montana Secretary of State

  • All Forms

  • Corporations

  • LLC's

 


Nebraska Secretary of State

  • All Forms

  • Corporations

  • LLC's

 


Nevada Secretary of State

  • All Forms

  • Corporations

  • LLC's


New Hampshire Secretary of State Corporations Division

  • All Forms

  • Corporations

  • LLC's

 


New Mexico Secretary of State

 

 

New York

  • All Forms

  • Corporations

  • LLC's


North Carolina Secretary of State

  • All Forms

  • Corporations

  • LLC's


North Dakota Secretary of State

  • All Forms

  • Corporations

  • LLC's


Ohio Secretary of State

  • All Forms

  • Corporations

  • LLC's

 

Oklahoma Secretary of State

  • All Forms

  • Corporations

  • LLC's


Oregon Secretary of State

  • All Forms

  • Corporations

  • LLC's


Pennsylvania Department of State - Corporation Bureau


Rhode Island Secretary of State

  • All Forms

  • Corporations

  • LLC's


South Carolina Secretary of State


South Dakota Secretary of State

  • All Forms

  • Corporations

  • LLC's


Tennessee Secretary of State

  • All Forms

  • Corporations

  • LLC's


Texas Secretary of State

  • All Forms

  • Corporations

  • LLC's

 

Utah Secretary of State

  • All Forms

  • Corporations

  • LLC's

 

Vermont Secretary of State


Virginia State Corporation Commission


West Virginia Secretary of State


Wisconsin Department of Financial Institutions
 

Wyoming Secretary of State

 

 

 

CALIFORNIASHELFCORPORATION.COM

SHELF COMPANIES  .  BUILD CORPORATE CREDIT

 

PRIMERA GROUP, INC.

109 EAST 17TH STREET, #25

CHEYENNE WY 82001

Office 307.237.2580, Fax 702.920.8824, 

PROTECT@ASSETPROFILE.COM

 All Rights Reserved

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