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 corporate name that includes a required designator such as 'Corporation,' 'Incorporated,' 'Corp.,' or 'Inc.' Search the California Secretary of State's business name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent — an individual or authorized business entity with a physical California street address — to receive legal documents and official state correspondence on behalf of the corporation.
15 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, along with the $100 filing fee. The articles must include the corporate name, registered agent, and number of authorized shares.
1 hour
Prepare Corporate Bylaws
Draft corporate bylaws to govern internal operations, including procedures for shareholder meetings, board of directors' responsibilities, officer roles, and voting rights. Bylaws are not filed with the state but must be kept at the corporate principal office.
2-4 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting — Conduct an initial organizational meeting of the board of directors to adopt bylaws, appoint corporate officers, authorize issuance of stock, and address other foundational business matters. Document the meeting with written minutes.
- •File Statement of Information — Within 90 days of filing the Articles of Incorporation, submit a Statement of Information (Form SI-550) with the California Secretary of State, along with a $25 filing fee. This document lists current officers, directors, and the registered agent.
- •Obtain EIN and Business Licenses — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost, then register with the California Franchise Tax Board and obtain any required local business licenses or permits specific to your industry and city or county.
Advantages
- ✓Strong liability protection that shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to issue multiple classes of stock, making it easier to attract venture capital and institutional investors
- ✓Perpetual existence — the corporation continues operating regardless of changes in ownership or the death of shareholders
- ✓Potential tax advantages through deductible employee benefits, retirement plans, and corporate expense deductions
Considerations
- •Subject to double taxation — profits are taxed at the corporate level (8.84%) and again when distributed as dividends to shareholders
- •California imposes a mandatory $800 minimum annual franchise tax regardless of income or activity level
- •More complex and costly to maintain than an LLC, requiring formal record-keeping, annual meetings, minutes, and strict compliance with corporate formalities
Annual Obligations
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