Form a Corporation in California
Everything you need to know about forming a Corporation in California. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a required designator such as 'Corporation,' 'Incorporated,' 'Limited,' or an abbreviation (Corp., Inc., Ltd.). Search the California Secretary of State's business name database to confirm availability before filing.
30 minutes
Designate a Registered Agent
Appoint a registered agent (called an 'agent for service of process' in California) who has a physical street address in California and is available during normal business hours. This can be an individual resident or a qualified commercial registered agent service.
15-30 minutes
File Articles of Incorporation
Prepare and file Form ARTS-GS (Articles of Incorporation – General Stock) with the California Secretary of State online, by mail, or in person. The filing fee is $100, and you must include the corporation's name, registered agent, shares authorized, and incorporator information.
1-2 hours
File Statement of Information
Within 90 days of filing your Articles of Incorporation, you must file an initial Statement of Information (Form SI-550) with the California Secretary of State. This filing costs $25 and discloses directors, officers, and the registered agent.
30 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft corporate bylaws that govern the internal management of the corporation, including rules for shareholder meetings, board of directors, officer roles, and voting procedures. While not filed with the state, bylaws are legally required to be adopted and maintained by California corporations.
- •Hold Organizational Meeting & Issue Stock — Hold the initial organizational meeting of the board of directors to adopt bylaws, elect officers, authorize stock issuance, and address initial corporate business. Issue stock certificates to initial shareholders in compliance with California securities laws (Corporations Code Section 25102).
- •Register with the California Franchise Tax Board — Obtain a Federal Employer Identification Number (EIN) from the IRS and register with the California Franchise Tax Board. Pay the minimum $800 annual franchise tax, which is due by the 15th day of the 4th month after incorporation. New corporations may qualify for a first-year exemption depending on filing date.
Advantages
- ✓Strong liability protection that separates personal assets from corporate debts and obligations for shareholders, directors, and officers
- ✓Ability to raise capital through the issuance of multiple classes of stock and attract venture capital or angel investors more easily than other entity types
- ✓Eligibility to elect S-Corporation tax status with the IRS, potentially allowing income to pass through to shareholders and avoid double taxation
- ✓Perpetual existence — the corporation continues to exist regardless of changes in ownership or the death of shareholders, providing long-term stability
- ✓Established legal framework under the California Corporations Code with well-defined rules for governance, shareholder rights, and dispute resolution
Considerations
- •Subject to double taxation as a C-Corporation — profits taxed at the corporate level and again when distributed as dividends to shareholders, unless S-Corp status is elected
- •More complex and costly to maintain than an LLC or sole proprietorship, requiring formal record-keeping, regular meetings, bylaws, and annual filings
- •California imposes a minimum $800 annual franchise tax on all corporations regardless of revenue or profitability, making it expensive even for early-stage businesses
Annual Obligations
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