Start a California Corporation

Incorporating in California is a big step for any budding entrepreneur. The Golden State offers a thriving business environment, but setting up a California corporation requires some know-how. When you decide to incorporate in California, you’re not just starting a business — you’re laying the foundation for growth, protection, and success. Read on to understand the essentials of forming a standard corporation or professional corporation in California and how you can make the process smoother and more efficient.

Starting a business in California, including starting a corporation, is an important legal process. To have a successful start, you’ll need to follow the right steps for California. Let’s discuss the specifics.

Step 1: Decide on a business name

Pick a business name for your California corporation. Naming your corporation in California is more than just a creative exercise — it’s a crucial first step. First, check the availability of your desired name in California’s official database to ensure no other business is already using it. You should check it against federal and state trademarks, too. If you’re not ready to start your corporation quite yet but your desired name is available, you can reserve it. (Check out business name checker definition)

Also, familiarize yourself with the naming rules set out in the California Corporations Code — your name needs to clearly indicate that it’s a corporation, so terms like “Inc.” or “Corp.” are usually necessary.

And, in today’s digital age, securing a matching domain name for your business website is a smart move. It not only gives you online credibility but also helps customers find you online with ease. You can also consider getting a “doing business as” (DBA) name if it suits your company’s needs.

Additionally, if you’re forming a professional corporation, you’ll need to ensure that your name complies with your licensing board’s rules for naming a business. You may need to include specific terminology, so be sure to check with your regulatory board for full guidelines.

Step 2: Choose a California agent for service of process

Appoint your agent for service of process. The California agent for service of process, known in most states as a registered agent (For more information, please see our what is a registered agent page), plays a pivotal role when you’re incorporating in California. This individual or business entity is responsible for receiving important legal communications on behalf of your corporation. The requirements are straightforward: The agent must have a physical street address in California (a P.O. box won’t cut it) and be available during standard business hours.

While you can act as your own agent, many businesses opt for a professional best registered agent service like ours. Why? Such services help ensure timely document handling, add an extra layer of privacy (you won’t get served with a lawsuit in front of clients, partners, or employees), and can free you up to focus on your business. For many business owners, being tied down to a single address is a tough task — a registered agent service helps prevent that issue.

Step 3: File the California Articles of Incorporation

File formation documents for your California corporation. Once you’ve settled on a business name and chosen your agent for service of process, the next step is filing your California Articles of Incorporation. This crucial document outlines the primary facets of your corporation, including its name, purpose, and details about stock issuance. See Articles of Incorporation definition.

To get started, you’ll need to obtain the official form from the California Secretary of State’s office and fill it out accurately or file online. In terms of costs, incorporating in California comes with a filing fee, which can change based on various factors (most corporations pay $100). It’s a good idea to stay updated with the state’s official website or consult with a legal professional to get an accurate picture of the current fees and potential additional expenses.

Here’s how to fill out your Articles of Incorporation form.

Box 1: Name

Fill out the name of your company exactly as you want it to appear. If filing as a foreign corporation, fill out Box 1 exactly as your company’s name appears on its California Certificate of Status. This document shows that your company is current on its taxes and has satisfied other requirements needed to conduct business in your home state. You can get one through the government or right here on ZenBusiness Certificate of Good Standing.

Box 2: Address

This must be a physical address capable of accepting mail within the state of California. You must have a business address even if you plan to conduct business entirely online. You cannot use a P.O. box or “in care of” address. Do not abbreviate the name of the city, such as by using “L.A.” if your business address is in Los Angeles.

Your company’s address goes in Box 2a. If you plan to accept other mail at a P.O. box, include that in Box 2b. If you’re completing the Statement and Designation by Foreign Corporation, which is needed to register an out-of-state business, this information goes in Box 3.

Box 3: Service of Process

If appointing an individual as your agent for service of process, include their information in Boxes 3a and 3b. Do not fill out Box 3c. If you are using a corporate agent, fill out their information in Box 3c. Do not fill out Boxes 3a or 3b. On the form for foreign filings, you’ll instead use Box 4 to designate an agent for service of process.

Box 4: Stocks and Shares

You must list at least one share. Shares represent ownership in your business. If you’re forming this company with other people, you may want to assign shares based on how you wish to divide ownership.

Supplemental Forms

You can also include a cover letter with your filing. A cover sheet isn’t part of your official filing; it just tells the Secretary of State how to contact you. This is optional but may make the process of filing easier.

Sign and Send

Before you sign, review the form to ensure everything is accurate. Note that the state of California currently does not accept e-signatures or other digital forms of signature for Articles of Incorporation. You must sign in ink.

Deliver your Articles of Incorporation in one of three ways:

Online

If submitting online, scan your form and then submit using the eForms portal. You must have a Visa or MasterCard to pay the filing fee.

By Mail

If you wish to submit your form via USPS, first download the form (either domestic or foreign). Fill it out, print it, and mail it to the Secretary of State.

Include a check or money order for the filing fee, made out to “California Secretary of State.” Mail to:

Secretary of State
Business Entities Filings Unit
P.O. Box 944260
Sacramento, CA 94244-2600

In Person

If you wish to file your form in person, this must be done at the Secretary of State’s office in Sacramento. The address is:

1500 11th St., 3rd Floor
Sacramento, CA 95814

Filing the Articles of Incorporation as a Professional Corporation

California requires professional corporations to file a slightly different version of the Articles of Incorporation form. It’s very similar to the standard Articles, requesting much of the same information. It even has the same filing fee.

The primary difference with this form is an additional section where you’ll be asked to identify which professional service your corporation will offer.

Please make sure you get the correct version of the Articles of Incorporation before you submit your filing.

Step 4: Hold the first meeting and choose directors

Choose your initial board of directors at your first meeting. After your corporation is officially recognized, it’s time to set the operational ball rolling by holding your first organizational meeting. Here, the initial shareholders come together to elect the board of directors. These individuals will steer your corporation, making pivotal decisions and overseeing significant actions. California law requires you to have at least three directors unless your corporation has fewer than three shareholders (see board of directors definition).

In this crucial first meeting, apart from choosing the initial directors themselves, you’ll accomplish several key tasks. These include adopting bylaws, appointing officers, and issuing stock to the initial shareholders. Documenting everything that transpires in this meeting is essential, as it sets the tone and direction for your California corporation and helps ensure everyone is on the same page from day one.

California laws for professional corporations vary a little bit for directors. In some cases, you can have directors who aren’t licensed in your PC’s profession, but they’re limited to certain circumstances. For example, a professional corporation with only one shareholder is allowed to have that shareholder (who must be licensed) serve as the corporation’s president and shareholder, while the other officers can be unlicensed individuals.

It’s generally best to have directors who are licensed in the corporation’s profession, but please consult the Moscone-Knox Professional Corporation Act for a fuller explanation of state guidelines for your company leadership.

Step 5: Create corporate bylaws and a shareholder agreement

Create bylaws and a shareholder agreement to govern your California corporation. Corporate bylaws are the backbone of your California corporation. Think of them as the rulebook outlining how your corporation will operate. Find out more on corporate bylaws definition.

They cover the structure of the corporation, the roles and responsibilities of the directors and officers, and the procedures for holding meetings and voting on company decisions (see directors definition). Typically, bylaws will also address matters like the frequency of shareholder meetings, quorum requirements, methods for amending the bylaws, and more.

Meanwhile, a shareholder agreement is a contract among the shareholders. It outlines their rights and responsibilities, and the procedures for handling shares, especially when a shareholder wants to leave or sell. Together, these documents provide clarity, reduce potential disputes, and help your corporation run smoothly and transparently.

Step 6: Issue shares of stock for your California corporation

Create your shares of stock. Issuing shares of stock is a pivotal moment in the life of a corporation. It represents ownership in the company, and it’s the mechanism by which you divide and distribute that ownership. For many businesses, issuing stock is also a way to raise capital. When you decide to issue shares for your California corporation, you’re setting the stage for potential growth.

The process usually involves determining the total number of shares the corporation is authorized to issue and then deciding on the number to be distributed among the initial shareholders. This distribution should be documented meticulously, with each shareholder receiving a stock certificate as proof of ownership. And, in California, you’re required to submit an annual Corporate Disclosure Statement online to keep your shareholders informed.

Always remember that the issuance of stock has legal and tax implications, so it’s wise to consult with professionals during this step.

Considerations for Issuing Stock as a Professional Corporation

Under California law, professional corporations can only issue stock to licensed professionals. So your owners can only be people qualified to render the same services your corporation will provide. If stocks are issued or transferred to an unlicensed person, they’re void. 

This stipulation does somewhat limit a professional corporation’s ability to raise startup capital since public offerings of the stock aren’t feasible. But adhering to this requirement will help your PC start off compliantly.

Step 7: Obtain an EIN and review California tax requirements

Get an EIN and set up your California tax accounts. An Employer Identification Number (What is an EIN), sometimes referred to as a federal tax identification number, is like a Social Security number for your California corporation. It’s essential for tax reporting, hiring employees, and opening a business bank account. You can obtain an EIN online through the IRS website, and in most cases, you’ll receive your number instantly. If you’d rather avoid this hassle, use our handy EIN service.

Once that’s sorted, it’s crucial to familiarize yourself with California’s specific tax requirements. Corporations in California are subject to both state income tax and a franchise tax, among other potential obligations (see franchise tax definition). To avoid any surprises, it might be wise to consult a tax professional or certified public accountant (CPA) who’s well-versed in California’s corporate tax landscape. See CPA definition.

Step 8: File the California Statement of Information

Submit California’s initial report, the Statement of Information. The California Statement of Information is a key document that keeps the state updated about certain aspects of your corporation. These include details about your addresses, management, and agent for service of process. It’s not a one-time thing — after your corporation is up and running, you’ll need to file this statement biennially with the Secretary of State.

For new corporations, the initial Statement of Information is due within 90 days of filing the Articles of Incorporation. Making sure this document is accurate and submitted on time is vital to maintaining your corporation’s good standing in the state.

Step 9: Open a business bank account for your California corporation

Open a corporate bank account. Having a dedicated corporate bank account isn’t just a recommendation — it’s essential. Mixing personal and business finances can muddy the waters, making tax time a nightmare and potentially jeopardizing your corporation’s limited liability protection. By keeping finances separate, you help ensure clearer bookkeeping, more straightforward tax preparations, and an added layer of legal protection. Check out the limited liability protection definition.

And, while you’re at it, consider getting a business credit card. It not only helps with building your corporation’s credit profile but also offers benefits like cash back, travel rewards, and expense-tracking features that can prove invaluable as your business grows.

Post-Incorporation Steps

After successfully incorporating your business, the journey doesn’t end. To help ensure your California corporation thrives and remains in good legal and operational standing, there are important ongoing steps to follow.

Maintain good standing

Keeping your corporation in good standing with the state of California is paramount. This means regularly meeting all compliance requirements, such as filing Statements of Information and staying on top of corporate record-keeping. Consistently completing these tasks will help prevent potential fines, penalties, or even the risk of your corporation being dissolved. So, circle those deadlines on your calendar and make punctual, accurate filings.

California Business Licenses and Permits

Every business has its unique operational requirements, and yours may need specific licenses or permits to function legally in California. It’s essential to research and secure all necessary permissions at the state, county, and local levels. And remember, many of these licenses and permits have expiration dates. Regularly review and renew them as needed to maintain uninterrupted operations and compliance with all state regulations.

Our business license report can help with this step. We’ll assemble a custom list of the permits and licenses your corporation needs, freeing up more time for you to run your business.

Keeping Accurate Records

Good record-keeping isn’t just about organization — it’s about safeguarding your corporation’s future. By meticulously documenting business transactions, meetings, and other key activities, you’re creating a clear history of your company’s operations. Such practices are not only vital for legal and tax purposes but also provide clarity when making strategic decisions. Adopt a robust system, be it digital or physical, and ensure all relevant personnel are trained to maintain these records consistently and accurately.

Considerations for Foreign Entities in California

California’s thriving economy attracts businesses from all over. But if your corporation began its journey outside of the Golden State and now aims to operate within its boundaries, there are essential steps to follow.

Qualification to Do Business in California

Foreign corporations — those formed outside of California — need to obtain a foreign qualification to legally conduct business in the state. The process involves filing a “Statement and Designation by Foreign Corporation” with the California Secretary of State. Additionally, foreign corporations must appoint an agent for service of process within California. Remember, the term “foreign” in this context simply refers to any entity formed outside of California, even if it’s just the neighboring state.

California Compliance and Regulation

Securing the qualification is just the first step. Foreign entities operating in California must also stay updated with the state’s unique compliance requirements. This includes timely filing of the biennial Statement of Information, staying current with all state-specific tax obligations, and ensuring that all necessary business licenses and permits are acquired and kept up to date. It’s a continual journey of compliance to help ensure your corporation enjoys a hassle-free operation in California.

Pros and Cons of Incorporating in California

Incorporating in California comes with several key advantages. At the forefront is the legal protection it offers. By forming a corporation, business owners can shield their personal assets from potential company liabilities, thanks to the “corporate veil.” This helps ensure that, in most cases, personal assets remain untouched even if the business faces lawsuits or debts. Additionally, corporations often enjoy various financial benefits, including tax deductions, easier access to capital, and a boost in credibility among investors and partners.

However, there are certain challenges to consider. Incorporating in California can be more costly than in other states, given the state’s high ongoing compliance costs. Beyond the monetary aspect, California is also known for its stringent regulatory environment. New businesses may find themselves navigating a maze of bureaucratic hurdles, from complex zoning laws to detailed record-keeping requirements. These factors can be daunting, especially for first-time entrepreneurs or those unfamiliar with California’s unique business landscape.

We can help!

Starting a corporation in California might seem overwhelming, but we’re here to simplify the process. While we don’t currently offer a formation service for professional corporations in California, we can help you start a standard corporation. Our incorporation service is tailored to guide you step by step, helping you get everything right the first time. The best part? We can help you kickstart your journey starting at $0, plus state fees. Let’s turn your business dreams into reality together.