Corporate Name Endings:

Corporate Name Endings

• The California Secretary of State accepts "Incorporated", "Inc.", "Corporation", "Corp." as general stock corporation endings.

• General stock corporations are not required to have a corporate ending in California.

Corporate Name Requirements

• The name must not be likely to mislead the public, be the same as, or resemble so closely as to lead to deception, the name of a domestic or qualified foreign corporation, a name under reservation, or the registered or assumed name of a foreign corporation. The name would need Superintendent of Bank's approval if it contained the words "Bank," "Trust" or "Trustee."

• Proposed corporate names are checked only against currently reserved corporate names and active corporations of record in the California Secretary of State's Office. Since there is no legal requirement that corporate names be checked against other business entity names, corporate names are not checked against general partnership, limited partnership, limited liability company or limited liability partnership names, nor are names checked against trademarks, service marks or local fictitious business names filed at the county level.

• The Secretary of States Office cannot file a document which contains a name that is "likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive," the name of a domestic or foreign (out of state or country) corporation that has registered with this office or a name which is under reservation for another corporation.

• Please note, names are considered deceptive if the only difference is a corporate ending.

• A corporation may adopt a name that is similar to, but not the same as, the name of an existing domestic or foreign (out-of-state or country) corporation if the existing corporation consents in writing to the use of the name and the Secretary of States Office finds that under the circumstances the public is not likely to be misled. The consent letter should be submitted on the letterhead of the consenting corporation, signed by an authorized officer of that corporation. If a proposed name is reserved utilizing consent, a currently dated consent must accompany each renewal request.

• The corporate name may not falsely imply governmental affiliation.

• If the business of the corporation is to be an insurer, a Certificate of the California Insurance Commissioner approving the corporate name must be attached to the Articles of Incorporation (California corporation) or to the Statement and Designation by Foreign Corporation form (out-of-state or country corporation) at the time of filing.

Limited Liability Company Name Endings

• The name of a limited liability company must contain either the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.

Limited Liability Company Name Requirements

• The limited liability company name may not falsely imply governmental affiliation.

• The name of a limited liability company cannot include the words "bank," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp."

• The name of a limited liability company cannot include the words "insurer" or "insurance company" or any words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.

• Proposed limited liability company names are checked only against currently reserved limited liability company names and active limited liability companies of record in the California Secretary of State's Office. Since there is no legal requirement that limited liability company names be checked against other business entity names, limited liability company names are not checked against general partnership, limited partnership, corporations, or limited liability partnership names, nor are names checked against trademarks, service marks or local fictitious business names filed at the county level.

• A limited liability company may adopt a name that is similar to, but not the same as, the name of an existing domestic or foreign (out of state or country) limited liability company if the existing limited liability company consents in writing to the use of the name and the Secretary of States Office finds that under the circumstances the public is not likely to be misled. The consent letter should be submitted on the letterhead of the consenting limited liability company, signed by an authorized officer of that company. If a proposed name is reserved utilizing consent, a currently dated consent must accompany each renewal request.

Name Requirements for both Corporations and Limited Liability Companies

• All names must use the English alphabet or Arabic numerals (0, 1, 2, 3, 4, 5, 6, 7, 8, 9) or a combination thereof. Roman numerals are treated as letters and not translated into their numeric equivalent. Symbols are not allowed in an entity name; except, an ampersand & may be used in an entity name as a conjunction in place of the word "AND".

• There is no distinction between upper and lower case letters, typeface or font. NOTE: A company can prepare the Articles of Incorporation or Articles of Organization with UPPERCASE, Upper and Lower case, or lowercase and the Secretary of State will file the document. However, the Secretary of State will not list the company's name on its website's business search or issue certificates in any case other than UPPERCASE.

Return to top

Corporation Requirements:

Corporations

Director Information

• Minimum Number - One; if there is only one shareholder. Company's with three or more shareholders must have a minimum of three directors.
• Residence Requirements - No provision.
• Age Requirements - None.
• Directors are not required to be listed in the articles of incorporation.
• Directors are required to be listed on the annual Statement of Information.

Officer Information

• Minimum number - Three; however all offices can be held by one person
• Officer Titles - Chief Executive Officer, Secretary, and Chief Financial Officer
• Officers are not required to be listed in the articles of incorporation.
• They are required to be listed on the annual Statement of Information.

Stock Information

• An increase in shares or par value does not effect initial filing fees.

Corporate Records, Corporation Maintenance

• The minutes of directors' and shareholders' meetings must be kept at the principal office.
• Every corporation shall keep at its principal executive office in this state, or if its principal executive office is not in this
  state at its principal business office in this state, the original or a copy of its bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, it shall upon the written request of any shareholder furnish to such shareholder a copy of the bylaws as amended to date.

Limited Liability Company, LLC Requirements

Member Information

• Members required - One.
• Member can be one or more members which may be individuals, partnerships, limited partnerships, trusts, estates, associations, corporations, other limited liability companies or other business entities.
• Residence Requirements - No provision.
• Age Requirements - None.
• Members are not required to be listed in the articles of organization.
• Members are required to be listed on the bi-annual Statement of Information.

Officer Information

• Officer Titles - Chief Executive Officer, Manager, and Member
• Officers are not required to be listed in the Articles of Organization.
• They are required to be listed on the bi-annual Statement of Information.

Return to top

Taxes and Fees:

Corporation Taxes and Fees

Annual tax

• California imposes an annual minimum franchise tax of $800 excluding the first calendar year. If income is made during the corporation's first calendar year, the corporation will be required to pay taxes based on that income.
• For more information on taxes, visit www.ftb.ca.gov.

S Corporation

• S corporation status is recognized by the State of California. A separate state election from the federal election is not required.

Annual Statements

• California requires all domestic corporations to file a Statement of Information within 90 calendar days from the date of incorporating. In addition, a Statement of Information must be filed annually by the end of the calendar month that the original Articles of Incorporation were filed. The state filing fee is $25.00.

Limited Liability Companies, LLC Maintenance

Annual tax

• California imposes an annual minimum franchise tax of $800.00. Unlike corporations, limited liability companies ARE required to pay the annual tax during the first calendar year.
• The annual tax is due even if the limited liability company has never conducted business or made any income.
• For more information on taxes, visit www.ftb.ca.gov.

Annual Statements

• California requires all domestic limited liability companies to file a Statement of Information within 90 calendar days from the date of organization. In addition, a Statement of Information must be filed bi-annually by the end of the calendar month that the original Articles of Organization were filed. The state filing fee is $20.00.

 

Return to top

License Requirements:

• California may require that you obtain a business license and pay a licensing fee based on your business type or profession. Please check with the state to make sure your business is complying with the license requirements for your particular profession.

 

Return to top

Other Requirements:

Fictitious Business Names

• Fictitious business names filed with the county clerk and/or recorder cannot include word(s) indicating corporate, limited liability company or limited partnership status unless organized as such pursuant to the laws of the State of California. Telephone numbers can be obtained by calling information or in your local white pages.

• Fictitious business names may be required if you plan to register your corporation or limited liability company with a different name that you will be doing business as. Some counties have publication requirements. Please contact your local county clerk and/or recorder for further information. Telephone numbers can be obtained by calling information or in your local white pages.

City Tax Permits

• Most cities and counties in California require that corporations and limited liability companies obtain a city tax permit before business commences. Please contact your local City Hall for further information.

Sales Tax Permit (State Level)

• For companies that require a sales tax permit, please contact the Board of Equalization: 3321 Power Inn Rd. Sacramento, California. (916) 227-6000

Employment Development

• For companies that are hiring employees and require further information, please contact the Employment Development Department for Employer Registration: 3321 Power Inn Rd. Sacramento, California. (916) 255-1965 http://wwwedd.cahwnet.gov/
•  

Real Estate Salesperson/Broker

• Department of Real Estate (D.R.E.): 2201 Broadway Sacramento, CA 95818-2500 From TDD phones: 1-800-735-2929
  From Voice phones: 1-800-735-2922. For Licensing: (916) 227-0931 phone (916) 227-0925 fax. For Examinations: (916) 227-0900 phone (916) 227-0925 fax. For branches in other cities, please visit the D.R.E. website at http://www.dre.ca.gov/

Professional Contractors

• For companies that require a state contractor's license, please contact the Contractor's Board: 9821 Business Park Drive. (916) 255-3985 or (800) 952-5210. http://www.cslb.ca.gov/

Auto Sales/Dealers

• Department of Motor Vehicles: 2120 Broadway, Sacramento, California. (916)-657-6621

Auto Repair

• Bureau of Auto Repair: 400 R Street, Suite 3080 Sacramento, California. (916) 322-4000 or (800) 952-5210

Appliance/Electronics

• Bureau of Electronic and Appliance Repair: 400 R Street, Suite 3040 Sacramento, California. (916) 322-4000 or (800) 952-5210

Form a California corporation fast, Form a California LLC very fast, read corporation requirements, learn about corporate maintenance, understand corporation taxes and fees, read about LLC maintenance and LLC requirements on California State Requirements.

 

Return to top