How Do I Become Incorporated in California?

By Laura Payet

How Do I Become Incorporated in California?

By Laura Payet

When starting a business, one of the first things you'll need to decide is what form of business entity best meets your needs. You might choose a partnership, a limited liability company, or a corporation. You can form a corporation alone or with others, and the corporate form protects your personal assets from the business's liabilities and obligations. In California, you incorporate by filing articles of incorporation with the Secretary of State's office and paying the required fee. Thereafter, you must comply with certain ongoing filing requirements to keep your corporation in good standing.

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Step 1. Choose a corporate name.

First, you must choose a name. Under California law, your company name cannot be the same as or too similar to another corporation's name and it cannot be misleading. You can request a preliminary check of your proposed name's availability by sending a Name Availability Inquiry Letter to the Secretary of State's office. If your intended name is available, you can reserve it for 60 days by sending a Name Reservation Request Form.

Step 2. Prepare and file your articles of incorporation.

You can find forms for your company's articles of incorporation on the California Secretary of State's website, although you are not required to use these forms. You can also use an online legal service provider. The articles of incorporation must contain:

  • The corporation's name.
  • A corporate statement of purpose. California encourages the following general statement of purpose: "The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code."
  • The registered agent for service of process. This person or entity accepts legal papers on the corporation's behalf and must be someone who lives in California or a company registered as a corporate agent with the Secretary of State.
  • The corporation's street address.
  • The number of shares the corporation will issue.
  • The signature of each incorporator. The incorporators are the persons or entities applying to form the corporation.

When the articles of incorporation are ready, you must file them with the Secretary of State's office and pay the required fee. As soon as the state accepts your articles, your corporation comes into existence. Note that the articles of incorporation are public records and as such are available for public inspection.

Step 3. Name your corporate directors.

After you incorporate, you must establish your corporation's structure and organization. Your corporation's directors are the people responsible for its policies and business affairs. They have a fiduciary duty to the corporation and its shareholders. If the corporation has three or more shareholders, it must have three or more directors.

Step 4. Create your corporate bylaws.

Your bylaws are the rules stating how your corporation will operate. They can specify such items as how many directors the corporation will have, the directors' duties, and how the corporation will choose directors and call and conduct meetings. You do not need to file the bylaws with the Secretary of State, but you must keep them at the corporation's principal place of business. You may also want to set up a corporate records book for all of your corporation's important papers, such as the minutes of corporate board meetings and stock certificates.

Step 5. Keep up with ongoing filing requirements.

Within 90 days after you file your articles of incorporation, you must file a Statement of Information (Form SI-550) with the Secretary of State's office. The form must contain a current name and address for the corporation, its officers, directors, and registered agent and a brief description of the corporation's business. Thereafter, you must file this form every year in the same month in which your original articles of incorporation were accepted.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.