California Articles of Incorporation
California articles of incorporation are filed to create a corporation.
Preparing and filing your articles of incorporation is the first step in starting your business corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.
Benefits
Incorporating provides many important benefits:
- Limits the liability of directors, officers, and shareholders
- Fulfills statutory requirements to register your business name
- Provides governance and adds credibility
Fast Facts
For Domestic Corporations:
| Agency: | California Secretary of State - Business Programs Division |
| Form: | |
| Instructions: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $100 by mail or $115 in-person + optional $250-$500 preclearance service + optional $350-$500 expedited filing service |
| Turnaround: | Current state processing times or pay for preclearance and expedite services |
| Law: | |
| Notes: |
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For Domestic Professional Corporations:
| Agency: | California Secretary of State - Business Programs Division |
| Form: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $100 |
For Domestic Close Corporations:
| Agency: | California Secretary of State - Business Programs Division |
| Form: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $100 by mail or $115 in-person + optional $250-$500 preclearance service + optional $350-$500 expedited filing service |
Other Helpful California Facts
As you are preparing to incorporate, keep in mind the following requirements specific to California.
California Directors
- Number: As set forth in the bylaws, but a minimum of three required once shares are issued. Only one is required if only one shareholder, only two required if two shareholders.
- Qualifications: none.
- Quorum: Majority of directors, unless bylaws state otherwise, but no less than one third.
California Officers
- President, Secretary, Chief Financial Officer required. Can all be the same person.
California Bylaws
- Required: No.
California Annual Shareholder Meeting
- Required: Yes.
- Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
California Shareholders
- Qualifications: N/A
- Stock Certificate: Required, unless standards met for electronic records.
- Voting Trusts Allowed: Yes.
