Former Hewlett-Packard CEO Carly Fiorina, one of the world's leading businesswomen and a possible 2010 opponent to Democratic U.S. Sen. Barbara Boxer, tells the public she's the CEO of her own business and the chairwoman of her own charitable foundation.

But a Chronicle check of public records shows that Fiorina, a former economic adviser to 2008 GOP presidential candidate John McCain, has never registered her Carly Fiorina Enterprises to conduct business in California, either with the California secretary of state or the clerk of Santa Clara County, where Fiorina lives.

Records also show that her Fiorina Foundation has never registered with the Internal Revenue Service or the state attorney general's charitable trust division, which tax- exempt charities are required to do. The foundation "enables corporations, social entrepreneurs and philanthropists alike to address some of the world's most challenging issues," according to Fiorina's Web site, carlyfiorina.com.

Tax, campaign problems

Business and political experts say her failure to record the existence of the organizations could cause tax and campaign problems for Fiorina, 54.

Contacted Thursday by The Chronicle, Fiorina's office confirmed that neither her charitable foundation nor Fiorina Enterprises has been registered with state or federal authorities. A spokeswoman said Fiorina and her staff believe the foundation is not required to file with the IRS because it accepts no outside contributions and donates only her personal wealth to worthy causes.

Fiorina Enterprises is a nonprofit enterprise that helps Fiorina structure speaking engagements and appearances while providing the public with information about her activities, the spokeswoman said. If an oversight involving either organization is found, Fiorina would correct it, the spokeswoman said.

People who fail to incorporate or register their businesses risk minor problems with regulators, experts in business law said, and failing to obtain tax-exempt status for a foundation can result in tax problems.

While the penalties may be minor, "there's no upside for not complying," said Bradford Cohen, a partner at Venable LLP law firm in Los Angeles. He would not comment directly on Fiorina's case, but said failing to file typically "shows someone being naive."

With Republican leaders already touting Fiorina's business acumen as the basis for a run against Boxer, Fiorina's apparent failure to attend to basic legal details could damage her political profile.

"People who are running for office have to be concerned about what Shakespeare called 'the slings and arrows of outrageous fortune' ... and the buzzing of fleas biting at you," said UC Berkeley political science Professor Jack Citrin. "People start paying attention ... and say 'What does this say about the person?' "

Experts said it would be legal to claim to have a foundation without taking steps to register it, as long as no tax exemption was claimed. But they said it made little sense. "If you want to give your money away and claim a tax deduction, you want to set up a true private foundation," said Jeffrey Davine, a tax lawyer at Mitchell Silberberg & Knupp in Los Angeles.

Wooed by GOP

Fiorina is among a handful of high-profile moderate GOP candidates being wooed by National Republican Senatorial Campaign Committee chairman Sen. John Cornyn for 2010 Senate bids.

Fiorina was diagnosed with breast cancer but has responded well to treatment, is excited about a possible run and has been talking to supporters and "kitchen table" advisers, sources said this week.

After being fired by HP in 2005, Fiorina has often said she serves as both CEO and chairwoman of the board for Carly Fiorina Enterprises.

At numerous events, she has also mentioned her role as CEO and chairwoman of the Fiorina Foundation. "My husband and I give a lot of money away. We have a foundation," she said in a 2008 speech. "And I think philanthropy is a wonderful thing."

A Chronicle story in 2003 about Care-a-Van for Kids, a transportation program to benefit children with serious illnesses, said the Fiorina Foundation was one of the project's donors.

But while the titles of CEO and chairwoman imply the existence of a corporation, no incorporation papers have been filed, a check of public records shows. Such a filing costs $125 and requires the company to pay an $800 annual minimum tax.

Carly Fiorina Enterprises has not filed a fictitious business name record. A "doing business as," or DBA, statement usually is required when a business isn't incorporated.

"You've got to do something" to register a business, said Peter Iannone, director of CBIZ MHM, a Los Angeles accounting firm. "If you don't incorporate, you at least would have to do a DBA because the state requires it."