HOW TO INCORPORATE IN CALIFORNIA ONLINE
Do I need a lawyer to Incorporate in California?
explain
The short answer is no.
The state of California does not legally require a lawyer to form a
California Corporation.
Our detailed
Incorporation Information page may help you understand some
of the implications of forming a
California Corporation.
However, if there is
anything about
Incorporating in California
that you're not sure about you should seek the advice of a competent California lawyer, a California accountant,
or both
before you
Incorporate in California.
Once you have made the decision to
Incorporate in California, a California lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and
save money that you can use in your new California Corporation.
Do I have to Reserve a Company Name before I Incorporate in California?
explain
You are not legally required to reserve a Company Name for a new California Corporation before you submit your application to Incorporate in
California.
Whether or not you need to reserve a company name for your new California Corporation depends entirely on your business situation.
The California Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that California Company Name.
California state law restricts the use of certain words and phrases in Corporation names.
Specific California Corporation naming regulations can be found
here.
What if the California Corporation Name I want is already taken?
explain
If the Name you have chosen for your new California Corporation is already in use by a currently active
California Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the county recorder in each California county in which you want to do business. "DBA" is an abbreviation for "
Doing
Business
As."
In California a DBA Name is called a Fictitious Name.
We verify that the Name you have chose for your new California Corporation is available
before we submit
your Incorporation filing to the California Secretary of State.
If necessary we can register a Fictitious Name in California for you so that you can open your new California business as quickly as possible.
What do I have to do to Incorporate in California?
explain
- Choose a name for your California Corporation
Your California Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the California Corporation name that you choose must be distinguishable from the name of any other registered California Corporation or other
business entity and the name must also be different from any reserved names on record with the state of California.
Your California Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your California Corporation name must not be a name that is likely to mislead the public.
California state law restricts the use of certain words and phrases in Corporation names.
Specific California Corporation naming regulations can be found here.
It's important to choose a good name for your California Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the California Secretary of State (and pay a fee).
As part of our California Incorporation services we will:
- Check to make sure that your California Corporation name is available
- Make sure your California Corporation name conforms to state of California regulations
- Reserve your California Corporation name with the California Secretary of State if necessary
- Select an official address and a Registered Agent for your California Corporation
Every California Corporation must have an address that is physically located in the state of California.
This address is "registered" with the California Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of California to receive all correspondence on behalf of the California
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many California Corporations hire a Registered Agent because they don't have a physical
address within the state of California or to provide a distinct level of privacy.
We offer Registered Agent Services as part of our California Incorporation Services.
- Choose a Board of Directors for your California Corporation
All California Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your California Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your California Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of California or shareholders of the California Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your California Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
- Decide who will be Officers for your California Corporation
The Board of Directors elects Officers for your California Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the California Corporation.
Officers handle the day to day operation of the California Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a California Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
Every California Corporation must have either a Chairman of the Board, a President or both. This person serves as the General Manager/CEO of the California Corporation unless the Bylaws specify something different. Besides the General Manager, each California Corporation must also have a Secretary and Chief Financial Officer (Treasurer).
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the California Corporation.
- Determine how you want your California Corporation to be taxed
The California Corporate Income Tax Rate is 8.84%.
You may form an S Corporation in California.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any California Corporate Income Tax.
If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your California Corporation and include it with
your Incorporation documents.
California Corporate Tax Information
- File Articles of Incorporation with the California Secretary of State
In order to form a Corporation in California you must file Articles of Incorporation with the California Secretary of State.
The Articles of Incorporation must include certain specific information about your California business. If the Articles do not conform exactly to state of California requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your California Corporation but you will have to pay a fee to the state of
California in order to make the changes official.
- Get a Federal Employer Identification Number (FEIN)
A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your California Corporation.
All California Corporations are required to have an FEIN.
As part of our California Incorporation Services we can obtain a Federal Tax ID
(EIN) for your new California Corporation.
- Issue Stock Certificates to the Initial Shareholders
Corporate stock is evidence of ownership of a California Corporation.
When you form your California Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small California Corporations hold 100% of the shares.
Stockholders in a California Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the California Corporation is able to make all Corporate business decisions.
California Corporations usually hold at least 51% of the corporate stock in order to retain control of the California Corporation.
What do I have to do after I form my California Corporation?
explain
- Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your California Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the California Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the California Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or California law or
the California Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal California office.
- Open a Business Bank Account in California
It's very important that you have a separate business bank account for your California Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
- Obtain Business Licenses from the cities and counties in which you plan to do business
Note that forming a California Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A California Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your California Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your California Corporation vary depending on your business activities
and the specific locations within the state of California in which you want to conduct business.
If your California Corporation will be selling products in California you may be required to obtain a Reseller's Permit from the appropriate
California state agency.
If your California Corporation will be selling products in California you will also be responsible for all applicable local and state of California
sales taxes if there are any.
We can research and prepare the necessary forms for your required business licenses and permits and include
them in your California Incorporation package
- Hold Meetings of Shareholders and Directors of each year
Every California Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the California Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
California Corporation a lot of potential trouble.
We can transcribe the minutes of any meeting of your California Corporation into a form that complies with all
California Secretary of State requirements.
- File the required California Corporation reports
All California Corporations are required to file an Initial Statement of Information with the California Secretary of State within 90 days after filing of the original Articles of Incorporation to register the new CA Corporation.
Failure to file the Initial Statement of Information may result in the administrative dissolution of the California Corporation by the CA Secretary of State.
All California Corporations are required to file an Annual Statement of Information with the California Secretary of State EACH year.
The CA Corporation Annual Statement of Information is due by the end of anniversary month of the initial filing of Articles of Incorporation with the California Secretary of State.
A California Corporation must file an Annual Statement of Information with the CA Secretary of State even if the California Corporation has done no business in the state of California during the prior reporting period.
In addition to the CA Corporation Annual Report, a California Corporation may be required to pay an Annual Franchise Tax to the California Franchise Tax Board EACH year. The minimum Annual California Corporation Franchise Tax is $800.
If a California Corporation does not file its Corporation Annual Statement of Information by the due date then the CA Secretary of State will impose a late filing fee on the California Corporation and will eventually administratively dissolve the CA Corporation.
We can fill out and file your Initial Statement of Information with the California Secretary of State and include confirmation of filing
with your final Corporation documents package.
We can fill out and file any Annual Statement of Information with the California Secretary of State after your California Corporation gets going.
- Keep proper records of your California Corporation on file
Keep the following records on file and available at the principal business office of your California Corporation:
- Names and addresses of all Directors and Officers of the California Corporation
- Articles of Incorporation for the California Corporation and any Amendments to them
- Corporate Bylaws for the California Corporation and any Amendments to them
- List of current shareholders of the California Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the California Corporation
- Copies of all tax returns and Annual Reports for the California Corporation for the last 3 years
What information do I need in order to Incorporate in California?
explain
In order to Incorporate in California you'll need the following information about your new Company:
- The name of your new California Corporation along with your second choice of a name in case the name that you want is not available
- Physical address of the Corporation office in California (not a PO Box)
- Name and address of your California Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the California Corporation
- Names and addresses of the initial Directors of the California Corporation
- The number of shares of stock that the California Corporation will be authorized to issue
Remember -
ALL the information that you provide when you Incorporate in California becomes part of the public record.
Our data entry forms include the
absolute minimum amount of information that is required in order to Form a new Corporation in California.
How long does it take to Incorporate in California?
explain
Processing times for new California Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new California Articles of Incorporation takes the state around 5 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your California LLC.
PLEASE NOTE: WE CANNOT GUARANTEE CALIFORNIA SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the California Secretary of State.
In our experience 5 business days is the time it
usually takes the California Secretary of State to process
a new California Corporation application.
We get your California Corporation application to the CA Secretary of State ASAP.
Once it is at the state we have no control over the new California Corporation application process.
Are there any Expedited Processing Options for new CA Corporation Filings?
explain
California processing times for new California Corporation filings can vary depending on the staff work load at the Secretary of State's office.
The California Secretary of State offers a couple of expedited options for new California Incorporation filings.
For an additional $400 the California Secretary of State will guarantee a 24 hour turn around.
For $800 the Secretary of State will guarantee a response by 4 PM the same day that the application to Form a new Corporation in California was submitted.
Please note: For same and next day filings we need to receive your completed application by 10:00 AM California time.
How much does it cost to Incorporate in California?
explain
The state of California charges $141.00 to Incorporate in CA.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the CA Secretary of State.
If you choose All Business Documents to help you Incorporate in California our processing fees are $125.00.
We start processing your new California Corporation order as soon as we get it.
Total cost includes:
- CA Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the California Secretary of State
- Certified Copies of Articles
- California Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
What is a California Professional Corporation?
explain
Generally, if you are required to obtain some kind of license before you can market your skills in the state of California then you will
most likely need to form a
California Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the California Secretary of State.
Depending on exactly what it is that you want to do in California, approval from a specific California state agency or board may be required before the CA Secretary of State will approve a new
California Professional Corporation filing.
This could add to the total processing time for a new California Corporation.
What is California Foreign Corporation Qualification?
explain
You want to do business in the state of California but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of California you must register with the California Secretary of State as
a California Foreign Corporation.
The process of registering as a Foreign Corporation in the state of California is called California Corporation Foreign Qualification.
The process of California Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of California.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your California Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the California Foreign Corporation.
CALIFORNIA ONLINE INCORPORATION COST ESTIMATOR
Our CA Incorporation Processing Services include:
(These services are included in our processing fees)
Optional California Incorporation Services
(Choose options, cost is updated automatically)
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Expedited Service
explain
Normal processing time for a new California Corporation is 5 business days.
California processing times for new California Corporation filings can vary depending on the staff work load at the Secretary of State's office.
The California Secretary of State offers a couple of expedited options for new California Incorporation filings.
For an additional $400 the California Secretary of State will guarantee a 24 hour turn around.
For $800 the Secretary of State will guarantee a response by 4 PM the same day that the application to Form a new Corporation in California was submitted.
Please note: For same and next day filings we need to receive your completed application by 10:00 AM California time.
This is the time by which the California Secretary of State will either approve or deny the Incorporation application.
California Corporation applications must be received by the Secretary of State before noon California time for the process to start that day.
Another way to expedite your order is to choose the Express Mail option.
The Express Mail option can cut document delivery times in half.
-
- Express Mail - $35
explain
If you really need your original approved Articles of Incorporation in your hands quickly, the
Express Mail option can cut the delivery time in half.
The Express Mail option has no effect on the California Secretary of State's processing time. For the quickest turn-around time also choose the Expedited Service option.
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S-Corporation Election - $50
explain
S Corporations are taxed differently than C Corporations.
With an S Corporation, business profits may be "passed through" directly to the shareholders.
This avoids the double tax on both corporate and shareholder profits.
S Corporations do not pay any California Corporate Income Tax.
We can prepare the S Corporation Election form for you and include it with your Incorporation documents.
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Initial Statement of Information - $80
explain
We will prepare and file your Statement of Information with the California Secretary of State
and include filing confirmation with your Incorporation documents.
-
CA Registered Agent - $135
explain
Every California Corporation is required to have an address within the state of California where
official and legal correspondence can be delivered.
The individual or company that is registered with the state of California to receive all correspondence
on behalf of the Corporation is called a Registered Agent.
You may act as your own Registered Agent, however, many Corporations hire a Registered Agent because they don't have a physical address within
California or to provide a distinct level of privacy.
We can act as your California Corporation Registered Agent.
This is an annual service.
We will forward all correspondence to you and will remind you when it is time to renew your CA Registered Agent services.
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Customized Bylaws - $75
explain
Bylaws are the rules by which your California Corporation must operate.
Every new California Corporation requires bylaws.
Almost anything may be written into the bylaws, however, the bylaws must not be in violation of any law or
your California Corporation's Articles of Incorporation.
We can create customized initial bylaws for your California Corporation that are based on your specific business requirements.
As your company grows over time, you may amend your bylaws as necessary.
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CA Good Standing Certificate - $33
explain
A California Good Standing Certficate is proof of the existence of your new California Corporation.
The Certificate is issued by the California Secretary of State and is proof that your CA Corporation is not behind on any
of its California Secretary of State Corporate obligations.
A California Good Standing Certificate is often required for loans, to apply for business licenses, or for tax or other business purposes
in the state of California or in any other state.
We can get your California Good Standing Certificate immediately after the California Secretary of State has approved your Articles of Incorporation.
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Federal EIN - $65
explain
An FEIN is like a Social Security Number for your California Corporation.
We can get your FEIN on the same day that your Articles of Incorporation are approved by the California Secretary of State.
You can get your FEIN before your articles are approved by the California Secretary of State but it's a good idea to wait until
after approval.
Your filing may be rejected or the Corporation name that you want may not be approved.
Changing information on an FEIN filing is not a trivial exercise with the IRS.
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Corporation Kit and Seal - $99
explain
While you're not required to have a Corporation Kit and Seal for your new California Corporation they do come in handy.
The CA Corporation Kit consists of a beautiful customized binder, stock certificates, a stock ledger
and your custom Corporation Seal.
The Corporation Seal is used to emboss important company documents, such as stock certificates.
The binder also includes dividers so you can use it for all of your California Corporation record keeping.
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Business License Research - $175
explain
Most new California Corporations are required to get some kind of state, regional or local permits or business licenses.
The task to figure out exactly what you need can be daunting.
We can determine exactly which forms you need to fill out, fill them out for you and file the forms with the appropriate government agency
where possible.