How to Form a California Corporation
California Secretary of State — Business Entities
(916) 657-5448 telephone
PO Box 944260
Sacramento, CA 94244-2600
Process Overview – Forming a California Corporation
- Conduct a name search to confirm availability of company name.
- Choose a registered agent. Consider using Northwest Resident Agent.
- Prepare and file the Articles of Incorporation by mail.
- Once the articles are approved obtain an EIN online or by mail.
- File initial Statement of Information online or by mail.
- If applicable, make S Corporation election.
- If applicable, pay $800 minimum franchise tax.
Essential Elements – California Articles of Incorporation of a General Stock Corporation
The following information is legally necessary and sufficient to form a corporation in California:
- Company name and business address
- Registered agent name and address
- Number of authorized shares
- Business purpose
- Signature and printed name of incorporator
The Articles of Incorporation may be filed by mail using CA Form ARTS-GS.
Fee Schedule – California Corporation
- Articles of Incorporation: $100.00
- Certified Copy: $5.00
- Statement of Information $25.00
- Certificate of Dissolution: No Fee
- Certificate of Cancellation: No Fee
- Expedited Service: $750.00—4 hours, $500.00—same day, $350.00—24 hours
Instructions – Company Name and Address
Conduct a name search to confirm the availability of your proposed company name.
Your company name must end with a corporate designator. In California the specific corporate designators are: Corporation, Incorporated, Limited, Corp., Inc., and Ltd. The name must not be likely to mislead the public and should be distinguishable from other corporations on record or reserved with the California Secretary of State.
Provide the complete street address, city and zip code of the corporation’s initial designated office in California. The designated office is where copies of the incorporation documents, bylaws, financial, and other business records must be kept. The designated office does not need be the place of the corporation’s activity in California.
A complete physical street address is required, including the street name and number, city and zip code. Do not enter a PO Box address or abbreviate the name of the city. A PO Box may be used for mailing purposes.
Instructions – Registered Agent and Address
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. The Registered Agent forwards 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 mail boxes are not acceptable.
NOTE: Your company cannot 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.
To maintain privacy and to ensure that there is always someone available for service of process you should consider using a professional registered agent service. We use and recommend Northwest Registered Agent. They are a top tier national provider with over 20 years experience.
Instructions – Authorized Shares
Specify the number of authorized shares. You must authorize at least 1 share and the shares must be of only one class. In the event you must issue multiple classes of shares you must draft your own Articles of Incorporation.
Instructions – Corporate Purpose
The purpose statement is required. Do not alter the standard purpose clause provided by statute.
Post Formation Tasks
- Draft and adopt bylaws.
- Hold initial shareholders meeting.
- Hold initial directors meeting.
- Obtain a federal employer identification number (EIN). The EIN can be obtained online or by mail using IRS Form SS-4.
- If electing S-Corporation tax status complete IRS Form 2553. Tax elections must be made within 75 days of the beginning of your tax year.
- File the initial Statement of Information and pay the $25.00 filing fee within 90 days of filing the Articles of Incorporation. The filing may be submitted online or by mail using CA Form SI-550.
- Pay the $800.00 minimum franchise tax by the 15th day of fourth month following the month of formation. The tax may be paid online or by mail using CA Form 100-ES.
Ongoing Compliance Tasks
- Open company bank account.
- Create and maintain a company records book.
- Hold annual shareholders meeting.
- Hold annual directors meeting.
- Pay the $800 minimum franchise tax by April 15 each year. The tax may be paid online or by mail using CA Form 100-ES.
- File Statement of Information annually. The filing may be submitted online or by mail using CA Form SI-550.
Dissolving a California Corporation
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.
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.
This page was updated on December 24, 2018.