How to File Articles of Incorporation in California
Discover the essentials of forming a corporation in California with our comprehensive guide on filing California articles of incorporation.
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Swyft Filings is committed to providing accurate, reliable information to help you make informed decisions for your business. That's why our content is written and edited by professional editors, writers, and subject matter experts. Learn more about how Swyft Filings works, our editorial team and standards, what our customers think of us, and more on our trust page.
Did you know California has the fifth-largest economy in the world?[1] If you want to participate in the financial and networking opportunities of California's vast economy, it begins with filing your articles of incorporation.
This guide will navigate you through the nuances of the articles of incorporation, setting your California business up with a solid legal foundation and ensuring compliance with state regulations.
Key Takeaways
Articles of incorporation is a legal document required to establish a corporation in California.
To file California articles of incorporation, you must include your corporation name, address, service of process agent, and number of shares before submitting to the California Secretary of State.
After submitting your articles of incorporation, there are additional steps to maintain your legal status, including creating corporate bylaws, filing a statement of information, and paying the California franchise tax.
Establish your business as a corporate entity under California law by filing articles of incorporation.
What Is the Purpose of Articles of Incorporation?
Articles of incorporation is a vital legal document for setting up a corporation in California. It outlines information about your business, including its name, purpose, and share distribution.
Once filed and accepted by the state, California officially recognizes your business as a corporate entity under California law.
Top Benefits of Incorporation for Small Business Owners
Legal Entity Status: Filing your articles of incorporation in California grants your business a separate legal entity status. This separation provides a clear distinction between personal and business liabilities, protecting the owners' personal assets.
Credibility and Permanence: A corporation is often perceived as a more stable and credible entity, which can be crucial for gaining customer trust, investors, and partners. Incorporating shows a commitment to the longevity and seriousness of the business.
Access to Resources: Incorporation opens the door to new resources vital for growth and expansion. Corporations can sell shares to raise capital and often have greater access to loans and other financial resources.
How to File Articles of Incorporation in California
Filing articles of incorporation requires selecting a distinct corporate name, appointing a registered agent, and defining share structure. There are different ways to submit your documents. You can do it online, by mail, or through an incorporation service.[2]
California Articles of Incorporation Requirements
Below, we will break down the basic requirements, but keep in mind there may be some differences depending on the type of corporation you are starting and whether or not it will be a nonprofit.
Corporate Name
When selecting a corporate name, it's essential to choose one that is distinct and not already in use by another entity in California. You can use a free business name search online to determine if your chosen name is available.
Business Mailing Address
The articles of incorporation must include a physical business mailing address within California. This address is vital as it will be used for all official communication from the state and become part of the public record. It should reflect where your corporation will primarily conduct its business activities.
It's important to note that P.O. box addresses are not accepted.
Service of Process Agent
Every corporation in California is required to appoint a service of process agent, commonly known as a registered agent. This individual or corporation is designated to receive all legal documents, including lawsuits and tax documents, on behalf of your corporation. The agent must have a physical address in California and be available during business hours.
This role is critical for ensuring that all legal correspondences are handled promptly and efficiently. You may consider using a registered agent service if you do not have someone who meets these requirements.
Number of Shares
Determining the number of shares your corporation can issue is a fundamental aspect of defining your corporation's structure. Your share structure determines how your corporation will raise capital and distribute ownership.
This section cannot be left blank or set to zero when filing articles of incorporation in California. If your corporation plans to issue different classes of shares, this should be clearly specified, along with any associated rights or preferences for each class.
Incorporator Names and Signatures
The incorporators are responsible for preparing and submitting the articles of incorporation. Each incorporator must print their name and provide a signature on the document. This part of the form officially acknowledges who has taken responsibility for the accuracy and completeness of the information provided.
How to Submit Articles of Incorporation in California
There are several methods for submission, including mailing the documents or online submission. Each method offers advantages depending on your specific needs and circumstances.[3]
Mailing
Mailing is a reliable option for those who prefer a physical submission process.
Price: $100 (providing for shares) or $30 (not providing for shares)
Form: "Article of Incorporation of a General Stock Corporation" or equivalent for specific corporation type
Address: P.O. Box 944228, Sacramento, CA 94244-2280
In-Person
You can also drop off your incorporation paperwork at the California Secretary of State building.
Price: $100 (providing for shares) or $30 (not providing for shares), plus a $15 handling fee
Form: "Article of Incorporation of a General Stock Corporation" or equivalent for specific corporation type
Address: 1500 11th Street, Sacramento, CA 94244-2280
Online Submission
Alternatively, the California Secretary of State's website offers the option to submit your articles of incorporation online.
Price: $100 (providing for shares) or $30 (not providing for shares)
Submission: Through the California Secretary of State's website: www.sos.ca.gov
Remember, regardless of your chosen method, it's essential to track your submission and adhere to any relevant deadlines.
Setting Up Your California Corporation
After filing your articles of incorporation, there are several additional steps and ongoing requirements to maintain the legal status of your California corporation, including:
Corporate Bylaws: While not legally required, corporate bylaws are essential to define the internal rules of your corporation. You will approve your corporate bylaws during your first initial board meeting.
Statement of Information: A document that provides essential information about your corporation, including the names and addresses of directors and officers. Must be filed within 90 days of incorporation and biennially after.
Franchise Tax: Corporations in California are subject to an annual franchise tax. The minimum tax is $800, payable to the California Franchise Tax Board within the first year of incorporation and annually thereafter.
Annual Reports: California corporations must file annual reports to maintain compliance. The specific form and due dates vary depending on the corporation's size and type.
Business Licenses & Permits: Depending on your type of business and location, various local and state licenses and permits may be required. Check with local city or county offices for specific requirements.
IRS Requirements: After filing, obtain an Employer Identification Number (EIN) from the IRS for tax purposes. You must also comply with federal income tax obligations, including filing annual returns.
Following these steps and keeping up with the ongoing requirements ensures your California corporation remains in good standing and operates smoothly. Remember to regularly review state guidelines and consult with legal or financial professionals to maintain compliance and address any specific needs of your corporation.
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California Incorporation FAQs
What are articles of incorporation in California?
The articles of incorporation in California is a legal document filed with the California Secretary of State to establish a corporation. It outlines essential details, such as the corporation's name, purpose, and structure.
Are articles of incorporation public in California?
Yes, once filed, your articles of incorporation is a public document in California and can be accessed through the Secretary of State's office.
What are the legal effects of articles of incorporation in California?
Articles of incorporation legally establish a corporation in California, creating a separate legal entity and defining its structure and governance.
Does an LLC have articles of incorporation in California?
No, an LLC in California files articles of organization. Articles of incorporation is specific to corporations.
What is the difference between articles of incorporation and articles of organization?
Articles of incorporation is for corporations, while articles of organization is for establishing LLCs (Limited Liability Companies).
Where can I find articles of organization in California?
Articles of organization for LLCs in California can be found and filed through the California Secretary of State's office or website.
Bibliography
The New York Times. "California Economy Growth." Accessed November 12, 2023.
California Secretary of State. "Starting a Business - Business Entity Types." Accessed November 12, 2023.
California Secretary of State. “BizFile Online. "BizFile Online." Accessed November 12, 2023.
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