Incorporation in California, in the most general sense, will require the incorporator to fill out the Articles of Incorporation corresponding to the specific circumstances surrounding the desired business; whether the entity will be located within California or whether it exists already outside of California, what kind of profit structure/ ownership structure the corporation has/will have etc. California has legislation (CORPORATIONS CODE SECTIONS 100-195, 200-213) in place which makes incorporation possible for domestic and foreign corporate structures.
How to File
Step 1- It is critical that before going forth with any efforts aimed at incorporating you, as the incorporator, have chosen a legally unique and available entity name for your corporation. By performing a Business Entity Search you will be able to determine whether your desired name is available or not. It is also possible to reserve a name for 60 days by filing a Name Reservation application ($10 by mail, $20 in person).
Step 2- With a valid name chosen you may proceed by supplying your business information via the PDF application. Select the link below that is associated with your business type to review our more in-depth instructions on this procedure.
Step 3- Foreign applicants must now include a certificate of good standing from the initial place of incorporation. Foreign non-profit corporations must further have a certificate which specifically mentions their non-profit status.
Step 4- When filing by mail, a check made payable to the Secretary of State must be attached to your documents to cover to the filing fee (fees listed below). Individuals wishing to drop off the forms in person will be responsible for paying an additional $15 special handling fee.
- Domestic General Corporation- $100
- Domestic Professional Corporation- $100
- Domestic Close Corporation- $100
- Domestic Non-Profit Religious Corporation- $30
- Domestic Non-Profit Public Benefit Corporation- $30
- Domestic Non-Profit Mutual Benefit Corporation- $30
- Domestic Common Interest Development Association- $30
- Foreign General Corporation- $100
- Foreign Nonprofit Corporation- $30
- Foreign Professional Corporation- $100
- Foreign Insurer Corporation- $100
Step 5- Once the form(s) have been completed and collected, the incorporator must submit them to one of the addresses below, depending on the desired method of delivery.
- By Mail ($100): Secretary of State Business Entities, P.O. Box 944260 Sacramento, CA 94244-2600
- In Person ($100 + $15): Secretary of State 1500 11th Street, 3rd Floor Sacramento, CA 95814
Step 6- Within 90 days of incorporating you must file a Statement of Information. This can be done online via the state’s form submission web service. Make sure to file the form annually thereafter to keep the corporation in proper legal standing.
EIN– It is essential that all corporations garner an Employer Identification Number from the IRS if they wish to perform even basic financial actions such as applying for corporate credit cards. Follow the link above to access our tutorial page relating to the attaining of an EIN. You may also apply directly Online or through the mail with the PDF Form SS-4.
Corporate Bylaws– According to CORPORATIONS CODE SECTIONS 100-195, 200-213, corporate bylaws are required for the incorporation of an entity. We strongly recommend that individuals reference our bylaws tutorial for help drafting bylaws of their own. The tutorial includes free access to a bylaws template (PDF/Word). Access the tutorial by following the link above.
Renewal– Corporation renewal, achieved through the annual filing of a Statement of Information, is a simple process in California, recently made simpler by the addition of an online filing service. New corporations are required to file their first Statement of Information within 90 days of incorporation and annually thereafter. Individuals wishing to file a statement must download the correct PDF (domestic profit, domestic non-profit, foreign) and simply file it electronically with the state-provided service, available here.