Legal Question in Business Law in California

UK Comapny operating in the US

I would like to know what is required for a UK based company to operate a sales office in the US. The company offers a hosted software solution designed for the online publishing industry. There are no physical products exchanged or shipped, not even software. The company is looking to expand its sales in the US while servicing the clients from the UK and its data center is in Texas. Can you please provide any advice on what is required in order to comply with US law or point me to where I can find this information.


Asked on 6/22/09, 7:35 pm

3 Answers from Attorneys

Donald W. Hudspeth The Law Offices of Donald W. Hudspeth, P.C.

Re: UK Comapny operating in the US

We can handle qualifying you to do business in the US, setting up your entity here, obtaining your business license and securing your intellectual property.

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Answered on 6/23/09, 9:51 pm
Terry A. Nelson Nelson & Lawless

Re: UK Comapny operating in the US

You will need a 'business license' from your city to have a physical office, a dba filing and publication to use your business name, a taxpayer ID # and registration with the Sec of State to open your bank accounts, registration with the Franchise Tax Board for sales tax collection and employee withholding's, and various other items. Every agency wants a hook into you, just like UK rates and boards. Most states and cities have similar requirements. If the office is in Southern California, and you're interested in getting legal help, feel free to contact me.

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Answered on 6/22/09, 8:03 pm
Bruce Beal Beal Business Law

Re: UK Comapny operating in the US

A foreign corporation shall not "transact business" in California without having first obtained from the Secretary of State a certificate of qualification. This is a substantial administrative and taxation step.

According to California case law, activities that almost invariably lead to a finding of �transacting business� in California are the physical presence of corporate employees or agents, rather than independent contractors, in California, or the physical location of offices, particularly headquarters, in California. Other key factors are signing of contracts, particularly those to be performed within California.

Your circumstances fall into the border area between the need to qualify or not qualify. It is important to plan this properly, as there are significant penalties, if you do not qualify, when the State thinks you should have.

IMPORTANT: No client confidential or other attorney-client relationship is created through my LawGuru response. Nothing in my LawGuru response constitutes legal advice or legal opinion that you may rely in any way. Your matter may result in a loss of rights if you do not timely obtain an attorney.

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Answered on 6/25/09, 1:39 pm


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