How to Incorporate in California
California Secretary of State—Business Entities
PO Box 944260
1500 11th Street—3rd Floor
Sacramento, CA 94244-2600
Statutory Authority: General Corporation Law — Cal. Corp. Code § 1-1 (2011)
California Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation of a General Stock Corporation.”
3. Prepare a letter of transmittal.
4. Submit the completed documents, along with a photocopy of each and filing fees, to the California Secretary of State.
California Articles of Incorporation of a General Stock Corporation
The following information is legally necessary and sufficient to form a for-profit corporation in California:
1. Company name
2. Company street and mailing address
4. Name and street address of registered agent
5. Number of authorized shares
6. Signature and printed name of each incorporator
California Incorporation Fee Schedule
Name Reservation: $10.00
Articles of Incorporation: $100.00 Mail, $115.00 Counter Service
Statement of Information: $25.00
Statement and Designation by Foreign Corporation: $100.00
Certificate of Dissolution: No Fee
Expedited Service: $750.00 – 4 hours, $500.00 – Same day, $350.00 – 24 hours
Certified Copy: $5.00
Your company name must end with a corporate designator. In California the specific corporate designators are: “Corporation” “Incorporated” “Limited” “Corp.” “Inc.” “Ltd.”
Conduct an entity search by mailing a Name Availability Inquiry Letter and a self-addressed envelope to: Secretary of State—Name Availability Unit, 1500 11th Street—3rd Floor, Sacramento, CA 95814-5701, to confirm the availability of your company name.
If the name you want is available you can reserve it for 60 days by mailing a Name Reservation Request form, along with the $10.00 filing fee, to the above address. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
California requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a California resident or active California business entity that has a California street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a California resident and have a California street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a California corporation. Nevertheless, California permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post Formation and Ongoing Compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File form S1-200 “Statement of Information”, along with a $20.00 filing fee and a $5.00 disclosure fee, within 90 days of filing the Articles of Incorporation.
9. File form S1-200 “Statement of Information” annually.
10. Pay the $800.00 minimum California franchise tax.
Registering as a Foreign Entity
1. File a Statement and Designation by Foreign Corporation Form S&DC-S/N with the Secretary of State.
2. Attach to the completed form a valid certificate of good standing by an authorized public official of the state under which the foreign corporation is incorporated.
Dissolving a California Corporation
1. Prior to completing a submitting the dissolution documents o the Secretary of State, any delinquent tax returns must be filed with the Franchise Tax Board. The final/current year tax return must also be filed. Once all tax balances, including any penalties, fees and interest are paid you can file the appropriate dissolution documents.
2. An election to dissolve must be made by the vote or written consent of at least fifty percent of the outstanding shares of the corporation, by the board of directors if no shares have been issued, or by a majority of the incorporators if no directors were named in the original “Articles of Incorporation” and none have been elected. The corporation must then file a “Certificate of Election to Wind Up and Dissolve” prior to or with the “Certificate of Dissolution.” However, if the election to dissolve is made by the vote of all the outstanding shares, only the “Certificate of Dissolution” is required. There is no fee for this.