How To Incorporate In California

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1. Choose a Name for Your California Corporation

Check on Available Names in California:  When you have decided to incorporate your own small business, you will need to choose a name for your corporation. The name that you choose needs to be unique from other corporation names registered with the state. To find out if a name that you are considering is available, you can send a Name Availability Inquiry Letter form to the office of the California Secretary of State. You can download this form online at California Corporation.

Reserve a Corporate Name: If you want to reserve the name that you have chosen before you officially incorporate your small business, you will need to submit a Name Reservation Request Form to the office of the California Secretary of State. You can submit this form in person or by mail. There is a fee of $10.00 for reserving a corporate name, along with an additional $10.00 handling fee if you submit your Name Reservation Request Form in person. Your corporate name will be reserved for a period of 60 days. You can download the Name Reservation Request Form online at Reserve a California Corporation Name.  There are also various third party incorporation services that can check on the availability of your corporate name and reserve it for you for additional fees.

Filing Trademarks and Doing a Corporate Name Search: Though a corporate name may be available in California online, it is possible that another company may be using that name somewhere else in the country. There may be other restrictions on whether you can use the name that you have chosen for incorporation.  You can find more information on name availability for corporations in California online at Doing Business As (dba) in California.  See the article on how to choose a name for your corporation.

California Corporate Name Requirements: When incorporating your small business in the state of California, the name of your corporation needs to include the word “corporation,” “incorporated,” or “limited.” You could also choose to use an abbreviation of one of these words.

2. Find a Registered Agent in California

After registering the name of your corporation and stating your corporate purpose, you need to choose a registered agent in California to act as an agent for service of process. Registered agents are responsible for receiving legal and tax documents for the corporation.  The California Secretary of State’s office provides a list of registered agent services online at Registerd Agent in California for Filing Corporation.

3. File Articles of Incorporation with the California Secretary of State

Minimum Requirements: If you are incorporating your small business as a normal stock corporation, you must file Articles of Incorporation that provides the name of your corporation, your corporate purpose, your registered agent, and the number of shares and shareholders that the corporate is authorized to have. Each incorporator must sign the Articles of Incorporation.

Other California Legal Provisions: It is best to consult an attorney when you are filing your Articles of Incorporation. Legal counsel can advise you on any additional legal provisions that are specific to your company. You may also want to see the filing tips provided online by the California Secretary of State at California Corporation Filing Tips.

Where to Submit Form: California Secretary of State, 1500 11th Street, Sacramento, CA 95814

Filing Fee: The filing fee is $100.00.

4. Create Other California Incorporation Documents (Corporate Kits)

After you have filed the Articles of Incorporation, your corporation needs to take certain actions. These actions include appointing officers and directors, adopting corporation bylaws, issuing stock certificates to owners, obtaining a tax ID number, obtaining a business license, and making other regulatory filings. 

You should also consider other types of corporate documents such as buy-sell agreements, shareholders agreements to determine when stock can be sold, and documents that explain what will happen if an owner decides to leave the company. These additional documents are especially important if there are multiple owners of the company.  It is best to consult an attorney when you are drafting these important legal documents. A lawyer can help you to follow the state legal requirements that may apply to your corporation. 

You may be able to obtain many of the above documents through a corporate service company. There are corporate service companies that can make all of the filings for you and provide you with all of the form documents you need for a fixed fee. 

5. Qualify Your California Corporation to Do Business in Other States

You should remember that if your main corporate office is not in California you will need to check whether or not you need to register or qualify your corporation to do business in other states. Most states require this qualification and require you to pay taxes in your home state. You can learn more about qualifying to do business in other states online at the article on how to register your business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in California

California corporations are required to file an annual Statement of Information with updated officer, director and registered agent information.  The filing fee is $25 and can be done online here: California Corporation Fees

All corporations are also registered in the state of California are required to file tax documents and pay an annual tax. In California, most corporations are required to pay an annual minimum tax of $800.00. This tax is paid to the California Franchise Tax Board. The California Franchise Tax Board publishes a Guide for Corporations Starting Business in California. You can access a pdf version of this guide online at Starting a Corporation in California. The guide contains useful information on taxation for corporations. You may also want to consult an accountant when preparing your company’s taxes—a mistake could cost you extra taxes.

You can obtain California tax forms online at California Corporation Tax Forms. You may also obtain California tax forms by calling 800-338-0505 or by mailing a request to Tax Forms Request Unit, Franchise Tax Board, PO Box 307, Rancho Cordova CA 95741-030.

It can be complicated to incorporate your small business, especially if there are multiple owners. It is best to consult an attorney and an accountant when you are forming your corporation to make sure that your paperwork is processed correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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