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Yes, if you're going to be conducting business within the state. 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 17451.) California Corporations Code sections 191, 15901.02(ai) and 17001(ap) define "transacting intrastate business" as entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.
Opening an office in the state would almost certainly qualify as conducting business there.
Yes, My question is having a office (rent, utility, payroll) will qualify? we will do all our business our of state or out of the country.
You'll be subject to the income and sales tax (if applicable) in California for those transactions conducted or relating to California, but not outside of California.
Yes, having an office would almost certainly qualify, but trying to drum up business in California (the only reason that you would have an office in the first place) would definitely qualify.
We will have a office in CA not to get CA business but because all our employees will be there, this will be our HQ office.
If that's the case, then you're still going to be entering into transactions in California, even if the transactions are going out of state.
Transactions as rent, utility etc?
Yes, those too. But I mean your primary business, if this is going to be your HQ, I assume that someone in California is going to be doing orders / signing contracts / etc... in California, even if the business is going to be taking place outside of California. But having an office in the state would almost certainly (I cannot think of any exceptions off the top of my head, but there might be one or two) mean that you're conducting business within the state.
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