How to File Articles of Incorporation in California
All businesses that incorporate in California are required to file Articles of Incorporation with the California Secretary of State. Articles of Incorporation contain important information about an incorporated business, such as the company's legal name and address. Upon approval by the California Secretary of State, the Articles of Incorporation will create a corporation that has a separate legal identity from the owners of the company. The California Secretary of State's website provides businesses with samples of Articles of Incorporation that may be used as a filing guideline.
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Instructions
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Determine what type of Articles of Incorporation you will need to file with the state. The Articles of Incorporation for a California professional corporation differ from that of a California Close Corporation or a regular for-profit corporation. In the state of California, only a licensed professional such as a Dentist or a Lawyer can form a professional corporation. A California Close Corporation may be formed by businesses that have fewer than 35 shareholders. All other for-profit corporations will file general California Articles of Incorporation. Log onto the California Secretary of State website to view the sample Articles of Incorporation that correspond to your business type.
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State the legal name and principal address of the California corporation. The corporation's legal name must not be the same as another entity that is registered with the California Secretary of State. Mail a name availability inquiry letter to the California Secretary of State. This ensures that your chosen business name is available for use in the state. The address is:
1500 11th Street, 3rd Floor
Sacramento, CA 95814
Unlike other states, California does not allow a business to confirm name availability on line.
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State the purpose for forming the California corporation. The California Corporations Code requires a for-profit corporation to state the following purpose word for word: "The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code," as stated on the company's incorporated website. California professional corporations may not participate in activities beyond the scope of the company's profession.
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List the name of the corporation's registered agent. Unlike other states, California does not allow a corporation to act as its own registered agent. California requires a registered agent to be a person that has reached 18 years of age or a business that is registered with the California Secretary of State. The resident agent must list a physical California address in the Articles of Incorporation. California prohibits a registered agent from listing a P.O. box address. If an existing corporation will act as the registered agent, the address need not be listed in the articles of incorporation. The registered agent has the responsibility of accepting the corporation's tax and legal documents during normal business hours. The resident agent is required to sign the Articles of Incorporation.
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Indicate the total number of shares the corporation has the ability to issue to potential shareholders. Indicate if the corporation will issue more than one class of stock, such as common or preferred stock.
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List the names and addresses of each incorporator. An incorporator is the person or business responsible for organizing and filing the Articles of Incorporation with the California Secretary of State. Each incorporator must sign the Articles of Incorporation. California does not require a corporation to list the names and addresses of the company's initial directors. If initial directors are listed in the Articles of Incorporation, their signature must be included in the Articles of Incorporation.
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Pay the filing fee. As of 2010, a business must pay $100 to file Articles of Incorporation with the California Secretary of State. Articles of Incorporation may be hand-delivered to the California Secretary of State's office or sent by mail. California does not allow on line filing for Articles of Incorporation.
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Tips & Warnings
Though it is not a requirement, it may be necessary to consult with an attorney to prepare your California articles of incorporation, depending on the complexity of your company.
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Resources
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