California incorporation is a straightforward matter, and this article will tell you all you need to know to incorporate in the State of California. SunDoc is a business filing company located in downtown Sacramento and specializing in California incorporations. You can turn to us to handle some or all of the paperwork for you.
You don't need an attorney in order to file the paperwork needed to form a corporation, but you may well need professional consultation on numerous related matters. Nothing in this article can be construed as legal, tax or accounting advice. You should consult licensed professionals to give you specific advice for your situation.
To create the corporation you file Articles of Incorporation with the Secretary of State. The filing fee is $100. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.
Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.
Within 90 days of incorporating you must file your first annual Statement of Information with the state, for a filing fee of $25 - this is the document that lists officers and directors. Consult your accountant or tax attorney for advice on California taxation.
SAMPLE FORMS & INFORMATION
SunDoc offers a free, attorney-drafted sample of California Corporate Bylaws which you can download. You may decide to consult your attorney to customize your bylaws to suit your company.
The State of California's comprehensive web site provides standard filing forms as well as instructions and tips at its Forms, Samples and Fees page. From here you can view the articles of incorporation for your choice of either the General Stock Corporation, the Close Corporation, or the Professional Corporation, and also for Nonprofit corporations.
The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by California for certain professionals.
The forms supplied by California for download meet the minimum requirements of the California Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.
To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.
Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a California corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.
The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of California law. Minutes must be kept of meetings.
A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our California Corporate Kit page.
Every California corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?
The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of California according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.
Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. For a full appreciation of what’s involved, how to reserve a name with the state, and how to run some searches yourself, see our article, Is My Business Name Available?
You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.
If you plan to structure your company as an S Corporation, you may want to read our article on Forming an S Corp in California. Otherwise we suggest reading our article on Forming a C Corp in California.
If you are ready to file, visit our California Incorporation page to get started. If you’re in a hurry to file, we offer a rush filing option.
To talk to a live voice for immediate assistance call us toll-free during business hours at 1-888-595-2747.