Form a General (For Profit) Corporation: $275.00
Form an LLC (Limited Liability corporation): $399.00
Form a Nonprofit Corporation: $399.00
[optional 501(c)(3) tax exemption Application packages available]
Fees are for Document Preparation only and do not include any filing fees, or other costs
All services include a free, comprehensive, attorney-authored LEGAL GUIDE specific to your particular matter

IT IS ALWAYS RECOMMENDED THAT YOU SEEK LEGAL ADVICE FROM AN ATTORNEY
BEFORE FILING ANY LEGAL DOCUMENTS. MANY ATTORNEYS OFFER FREE CONSULTATIONS.

FORMING YOUR BUSINESS

Incorporating offers several advantages and protects your company's name. Should you choose to incorporate or form a Limited Liability Company, your company will be registered with the state of California. No other company will be able to use the name you have  chosen. Go to our Commonly Asked Questions and Answer Section for answers to basic questions regarding incorporating in California. Read about some of the advantages incorporating has to offer.

Establishing a name for your Corporation or LLC: California statute sets forth specific requirements regarding acceptable (and unacceptable) names for Corporations and LLCs. If you have any questions or concerns regarding the acceptability of your chosen name, please refer to California statutes. Some of the restrictions involve the use of the words “cooperative, "bank," "trust," "trustee," "insurer" or "insurance company". Before selecting the name for your corporation, you may want to refer to the following statutes. these statutes may not be all-inclusive of the laws pertaining to your particular situation.:

• Regular corporations, see Corporations Code Section 202
• Limited Liability Companies - Corporations Code Section 17052
• Professional Corporations - Corporations Code Section 13409
• Nonprofit Public Benefit Corporations - Corporations Code Section 5122
• Nonprofit Mutual Benefit Corporations - Corporations Code Section 7122
• Cooperative Corporations - Corporations Code Section 12311

Quick Link to Corporations Code

We also offer the following additional optional products and services:

Rush walk-thru processing with Secretary of State: $165*
(Registered Agent Services - $150.00/year
Preparation of IRS Form SS-4 for tax ID number - $30.00
S-Corporation Election form - Fee: $30.00
Registration with California EDD: $30.00
Seal embosser: $75.00

*Note: Standard processing with Secretary of State has a turnaround time of 7 to 10 weeks. Documents Processed with the Secretary of State on a walk-thru basis can expect a turnaround time of 5 business days after submission to the Secretary of State office.

TYPES OF BUSINESS ENTITIES:

Sole Proprietorship

• In General: This is the simplest form of business. A sole proprietorship is not a separate entity itself. Rather, a sole proprietor directly owns the business and is directly responsible for its debts
• Unlimited Personal Liability for Loss: In a sole proprietorship, the owner is personally liable for the company, thus placing his or her entire personal assets and wealth at risk. If an owner is married, that owner puts the community property at risk as well.
• Management and Control: The owner (sole proprietor) has total management and control over the company. However, the price for total management and control is that the owner is at risk for personal liability incurred through the acts of the owner’s agents or employees.
• No Formalities: With the exception of complying with any applicable licensing requirements, there are no formalities required of a sole proprietorship.   Note, however, where the business is conducted under a name which does not show the owner’s surname or implies the existence of additional owners, California, for example, requires that the owner file a fictitious business name statement and publish notice.
• Transferability: The owner can sell the business as he or she pleases.
• Duration: The sole proprietorship remains in existence for as long as the owner is willing or able to stay in business.

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General Partnership

• Generally: Form of business entity in which 2 or more co-owners engage in business for profit. For the most part, the partners own the business assets together and are personally liable for business debts.
• Sharing Profits: In the absence of a partnership agreement, profits are shared equally amongst the partners. A partnership agreement, however, will usually provide for the manner in which profits and losses are to be shared.
• Unlimited Personal Liability for Losses: Each Partner is, jointly and severally, personally liable for debts and taxes of the partnership. For example, if the partnership assets are insufficient to satisfy a creditor’s claims, the partners’ personal assets are subject to attachment and liquidation to pay the business debts.
• Liability for a co-partner’s debts: Each general partner is deemed the agent of the partnership. Therefore, if that partner was apparently carrying on partnership business, all general partners can he held liable for his dealings with third persons.
• Liability for a co-partner’s wrongdoing: Each partner may be held jointly and severally liable for a co-partner’s wrongdoing or tortuous act (e.g. the misapplication of another person’s money or property.
• Duration: Technically, a partnership terminates upon the death, disability, or withdrawal of any one partner. However, most partnership agreements provide for these types of events with the share of the departed partner being purchased by the remaining partners in the partnership.
• Management and Control: In the absence of a partnership agreement, each general partner has an equal right to participate in the management and control of the business. Disagreements in the ordinary course of partnership business are decided by a majority of the partners. Disagreements of extraordinary matters and amendments to the partnership agreement require the consent of all partners
• Transferability: Unless otherwise provided in the partnership agreement, no one can become a member of the partnership without the consent of all partners. However, a partner may assign his share of the profits and losses and right to receive distributions ("transferable interest"). Further a partner’s judgment creditor may obtain an order charging the partner’s "transferable interest" to satisfy a judgment

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Joint Venture

• In General: A Joint Venture is a General Partnership typically formed to undertake a particular business transaction or project rather than one intended to continue indefinitely.  Most often, joint ventures are used in real estate matters where 2 or more persons undertake to develop a specific piece of real property. .

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Limited Partnership

• Limited Partnerships in general: In a Limited Partnership, one or more ‘general" partners manage the business while "limited" partners contribute capital and share in the profits but take no part in running the business. General partners remain personally liable for partnership debts while limited partners incur no liability with respect to partnership obligations beyond their capital contributions. The purpose of this form of business is to encourage investors to invest without risking more than the capital they have contributed.
• Duration: Death, disability, or withdrawal of a general partner dissolves the partnership unless the partnership agreement provides otherwise or all partners agree, in writing, to substitute a general partner. Note, death or incompetence of a Limited Partner has no effect on the partnership
• Formalities: The formalities of setting up and operating a limited partnership are very similar to that of starting a small, for-profit corporation. The California Limited Partnership Act, for example, requires the filing of a certificate with the Secretary of State, applies restrictions on the use and availability of partnership names, contains statutory requirements with respect to the manner of calling and holding meetings, and contains many corporation-like requirements

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Limited Liability Partnership (LLP)

• LLP in general: California allows attorneys and accountants to operate their practices as a limited liability partnership. This formation is a General Partnership that elects to be treated as an LLP by registering with the Secretary of State. Many attorneys and accountants find the LLP as a very attractive alternative since it shields the partners from vicarious liability, can operate more informally and flexibly than a corporation, and is accorded full partnership tax treatment.  Note, in California, with certain exceptions, the LLP is only available to attorneys and accountants.
• Registration: Registration in California, for example, is effected by filing a written statement with the Secretary of State (along with a filing fee) setting forth the name and principal office address, name and address of its agent for service of process in California, a brief statement of the partnership’s business, and a statement that the partnership is registering as a limited liability partnership. An annual tax is thereafter imposed on LLPs equivalent to the minimum franchise tax imposed on California corporations (i.e. $800)

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Limited Liability Company

• Generally: An LLC is a hybrid between a partnership and a Corporation in that it combines the "pass-through" treatment of a partnership with the limited liability accorded to corporate shareholders. State processing fee for an LLC is $70.00.
• Two members required: Unlike a corporation which can have as few as one shareholder, most states require that an LLC consist of two or more members (owners). Recently, however, more states are allowing single-member LLCs.  Please note, however, that the IRS may treat a single person LLC differently than an LLC with more than one member.
• Separate Legal Entity: Like limited partnerships and corporations, an LLC is recognized as a separate legal entity from its "members."
• Limited Liability: Ordinarily, only the LLC is responsible for the company's debts thus shielding the members from individual liability. However, there are some exceptions where individual members may be held liable:
• Guarantor Liability: Where an LLC member has personally guaranteed the obligations of the LLC, he or she will be liable. For example, where an LLC is relatively new and has no credit history, a prospective landlord about to lease office space to the LLC will most likely require a personal guarantee from the LLC members before executing such a lease.
• Alter Ego Liability: Very similar to the judicial doctrine applied to corporations where a court may hold the individual shareholders liable where the business entity is merely the "Alter Ego" of its shareholders, a member of an LLC may also be held liable for the LLCs debts if the court imposes its "alter ego liability" doctrine.
• Please note, however, that although a corporation's failure to hold shareholder or director meetings may subject the corporation to alter ego liability, this is not the case for LLCs in California. An LLC's failure to hold meetings of members or managers is not usually considered grounds for imposing the alter ego doctrine where the LLC's Articles of Organization or Operating Agreement do not expressly require such meetings.
• Management and control: Management and control of an LLC is vested with its members unless the articles of organization provide otherwise.
• Voting Interest: Ordinarily, voting interest directly corresponds to interest in profits, unless the articles of organization or operating agreement provide otherwise.
• Transferability:  No one can become a member of an LLC (either by transfer of an existing membership or the issuance of a new one) without the consent of members having a majority in interest (excluding the person acquiring the membership interest) unless the articles of organization provide otherwise.
• Duration:  Although many states now allow an LLC to have a perpetual existence, LLC's traditionally were required to specify the date on which the LLC's existence will terminate. In most cases, unless otherwise provided in the articles of organization or a written operating agreement, an LLC is dissolved at the death, withdrawal, resignation, expulsion, or bankruptcy of a member (unless within 90 days a majority in both the profits and capital interests vote to continue the LLC).
• Formalities: The existence of an LLC begins upon the filing of the Articles of Organization with the Secretary of State.   The articles must be on the form prescribed by the Secretary of State. Among the required information on the form is the latest date at which the LLC is to dissolve and a statement as to whether the LLC will be managed by one manager, more than one manager, or the members.
• To validly complete the formation of the LLC, members must enter into an Operating Agreement. This Operating Agreement may come into existence either before or after the filing of the Articles of Organization and may be either oral or in writing.

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Corporations (C-Corporations)

• Generally: The label, "C-Corporation" merely refers to a regular, state-formed corporation.  To be formed, an Incorporator must file Articles of Incorporation and pay the requisite state processing fee of $100.00 to the Secretary of State.
• Separate Legal and Tax Life: A corporation which is properly formed and operated as a corporation assumes a separate legal and tax life distinct from its shareholders.  A corporation pays taxes at its own corporate income tax rates and files its own corporate tax forms each year (IRS Form 1120).
• Management and Control in Corporations: Normally, a corporation's management and control is vested in the board of directors who are elected by the shareholders of the corporation. Directors generally make policy and major decisions regarding the corporation but do not individually represent the corporation in dealing with third persons. Rather, dealings with third persons are conducted through officers and employees of the corporation to whom authority is delegated by the directors of the corporation.
• Shareholders: Shareholders are the owners of a corporation.
• Board of Directors: The Board of Directors is responsible for the Management and policy decisions of the corporation.  There are, however, a few instances when the shareholders are required to approve of the Actions of the Board of Directors (e.g. amendment to the Articles of incorporation, sale of substantially all of the corporate assets, the merger or dissolution of the corporation, etc.).
• Corporate Officers:  Corporate officers are elected by the Board of Directors and are responsible for conducting the day-to-day operational activities of the corporation.  Corporate officers usually consist of the following: (President, Vice-President, Secretary, Treasurer).
• Number of Persons Required:  In most states, one or more persons may form and operate a corporation.  Some states, however, require that the number of persons required to manage a corporation be at least equal to the number of owners.  For example, if there are two shareholders, there must also be a minimum of two directors.
• Fringe Benefits:  Corporations may often offer their employees unique fringe benefits.  For example, owner-employees may often deduct health insurance premiums paid by the corporation from corporate income.  In addition, Corporate-defined benefit plans often afford better retirement options and benefits than those offered by non-corporate plans.
• Corporate Formalities:  To retain the corporate existence and thus the benefits of limited liability and special tax treatment, those who run the corporation must observe corporate formalities.  Thus, even a one-person corporation must wear different hats depending on the occasion.  For example, one person may be responsible for being the sole shareholder, Director, and Officer of the corporation; however, depending on the action taken, that person must observe certain formalities:  Annual meetings must be held, corporate minutes of the meetings must be taken, Officers must be appointed, and shares must be issued to shareholders.  Most importantly, however, the corporation should issue stock to its shareholders and keep adequate capitalization on hand to cover any "foreseeable" business debts.
• Shareholder Liability for Corporate Debts:  Where corporate formalities are not observed, shareholders may be held personally liable for corporate debts.  Thus, if a thinly capitalized corporation is created, funds are commingled with employees and officers, stock is never issued, meetings are never held, or other corporate formalities required by your state of incorporation are not followed, a court or the IRS may "pierce the corporate veil" and hold the shareholders personally liable for corporate debts.
• Avoiding Double Taxation:  Generally, the corporation is taxed for its own profits; then, any profits paid out in the form of dividends are taxed again to the recipient as dividend income and the individual shareholder's tax rate.  However, most small corporations rarely pay dividends.  Rather, owner-employees are paid salaries and fringe benefits that are deductible to the corporation.  The result is that only the employee-owners end up paying any income taxes on this business income and double taxation rarely occurs.
• S-Corporation Election: Another alternative is to elect the S-Corporation Status as discussed earlier. Please consult an accountant or C.P.A. who knows and understands the intimate details of your business along with federal and local tax rules so that you can make the best decision regarding which form of business entity (S-Corporation or C-Corporation) will best suit your needs.
• Duration of a Corporation:As a separate legal entity, a corporation is capable of continuing indefinitely. Its existence is not affected by death or incapacity of its shareholders, officers , or directors or by transfer of its shares from one person to another.
• Constitutional Protections for Corporations: Although a corporation is not a "citizen" under the privileges and immunities clause of the Fourteenth Amendment to the U.S. Constitution, a corporation may exercise some of the constitutional protections granted to natural persons
• Right to Due Process and Equal Protection: Corporations enjoy the right to equal protection and due process of law under the Fourteenth and Fifth Amendments to the U.S. Constitution and under similar provisions of the California Constitution.
• Freedom of Speech: Absent some narrowly drawn restrictions serving compelling state interests, corporations have the right to express themselves on matters of public importance whether or not those issues "materially affect" corporate business.
• Right to Counsel: While a corporation cannot be imprisoned, a criminal action can result in fines and other penalties that could harm shareholders, officers, and other persons. Thus, a corporate criminal defendant has a Sixth Amendment to a Right to Counsel. But note, because a corporation faces no risk of incarceration, it has no right to appointed counsel if it cannot afford to retain private counsel
• No Privilege Against Self-incrimination: Corporations have no privilege against self-incrimination (e.g. to prevent disclosure of incriminating corporate records).

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S Corporation

• Generally: An S Corporation begins its existence as a general, for-profit corporation upon filing the Articles of Incorporation at the state level.  The Secretary of State fee for filing the Articles of Incorporation is $100.00. A general for-profit corporation (also known as a 'C corporation') is required to pay income tax on taxable income generated by the corporation.  After a corporation has been formed, it may elect "S Corporation Status" by submitting IRS form 2553 to the Internal Revenue Service (in some cases a state filing is required as well).  Once this filing is complete, the corporation is taxed like a partnership or sole proprietorship rather than as a separate entity.  Thus, the income is "passed-through" to the shareholders for purposes of computing tax liability. Therefore, a shareholder's individual tax returns will report the income or loss generated by an S corporation.
• Qualifying for S Corporation Status: To qualify as an S corporation, a corporation must timely file IRS Form 2553 with the IRS. This election must be made by March 15 if the corporation is a Calendar year taxpayer in order for the election to take effect for the current tax year. However, a "New" corporation may make the filing at anytime during its tax year so long as the filing is made no later than 75 days after the corporation has began conducting business as a corporation, acquired assets, or has issued stock to shareholders (whichever is earlier).  To qualify for S corporation status, the corporation must be a U.S. corporation with only one class of stock.  In addition, the corporation cannot have more than 75 shareholders. Further, shareholders must be individuals, estates or certain qualified trusts, who consent in writing to the S corporation election. No shareholder can be nonresident alien. 
• Corporate Formalities: An S-Corporation follows the same state formalities as does a C-corporation (i.e. filing Articles of Incorporation and paying state fees).  However, an S-Corporation must make a special tax election under sub-chapter S of the Internal Revenue Code by filing IRS Form 2553
• IRS Filing:  The S-Corporation must complete and file IRS Form 1120s to report its annual income to the IRS each year.
• General Shareholder Requirements:  ALL shareholders of the corporation must be U.S. Citizens or have U.S. Residency Status.  If, for any reason, shares are somehow sold or transferred (even if by will, divorce, or other means) to a shareholder who is a foreign national, the corporation will lose its S-Corporation status and be treated as a C-Corporation. In addition, the corporation may never have more than 75 Shareholders.
• Only One Class of Stock: S-Corporations may have only one class of stock.
• Losing S-Corporation Status: An S-Corporation that loses its status as such may not reelect S-Corporation status for a minimum of five years.
• Who Should Elect S-Corporation Status: Owners who want the limited liability of a corporation and the "pass-through" tax-treatment of a partnership will often make the S-Corporation election.

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Nonprofit Corporation

• Generally: State laws distinguish between General, For-profit (stock) corporations and nonprofit (non stock) corporations. The State filing fee for a Nonprofit Corporation is $30.00.
• Capital Investment: In a For-profit corporation, shareholders are authorized to receive stock in exchange for capital investments in the corporation.  This capital investment often takes the form of money, equipment, or some other property.  Shareholders in a For-profit corporation only receive a return on their investment when dividends are declared and paid. A Nonprofit corporation, however, cannot issue shares and cannot pay dividends.  In addition, under the Federal Tax code Section 501(c)(3), a tax-exempt corporation cannot pay dividends AND, upon dissolution, must distribute its remaining assets to another nonprofit group.
• Directors: California requires only one director for a nonprofit corporation.
• Purposes: Under IRS Code 501 (c)(3) a nonprofit corporation may be formed to operate for some religious, charitable, educational, literary, or scientific purpose.  These five purposes are usually included as purposes accepted by the individual states as a valid nonprofit corporate purpose. Some Forbidden Activities for Nonprofit Corporation
• Charitable, educational, religious, literary, or scientific purposes only
• No distribution of gains to directors, officers or members
• Assets must be distributed to another tax exempt group upon dissolution of the corporation
• No participation in political campaigns for or against persons running for public office
• No substantial engagement in legislative political activities
• Incorporation costs and fees
• Time and energy
• Tax Exemptions: Under Internal Revenue Code Section 501 (c) (3) a nonprofit corporation is eligible for certain federal and State tax exemptions.  With income tax rates as high as 34% on income over $75,000, tax exemption status can be invaluable.
• Receiving Public Funds: Many organizations are required by law to donate a certain percentage of their funds to nonprofit organizations or possible endanger their own tax-exempt status.  In addition, many exemptions exist for property transferred at death to a nonprofit organization
• Limited Liability for Members and Directors:  As with a General, for-profit corporation, directors, trustees, and officers of nonprofit corporations are usually afforded the same limited liability status.  Thus, creditors of the nonprofit corporation can only reach as far as the corporation's assets to satisfy corporate debts and not the personal assets of the people involved in the nonprofit corporation.
• Exceptions to the Limited Liability Rule:
• Personal Guarantees: Where a corporation has not yet established a credit rating, banks and other creditors will often require a personal guarantee from corporate directors before extending credit. Thus, the individuals will be liable for the debt if the corporation defaults on its obligation.
• Tax Obligations: State and federal governments have the power to hold corporate officers and directors personally liable for reporting and payment of taxes.  Although, with proper planning and filing, your nonprofit corporation should be tax exempt for certain taxes, your corporation may still be required to file informational returns and annual reports to the state and federal governments...and don't forget about employee withholding taxes.
• Membership Dues: Members of a nonprofit corporation are personally liable for any membership dues they owe the corporation.
• Violation of Statutory Duties. Corporate officers and directors have a statutory duty to act responsibly when engaging in corporate activities.  Thus, if an individual acts irresponsibly, he or she may be held personally liable for his or her actions. 
• Separate and Perpetual Existence.  A nonprofit corporation, like a for-profit corporation, is an entity with a perpetual existence that may outlive all of its founders.  In addition, the corporation can act like an individual in that it can enter contracts; incur debt, and own property.
• Employee Benefits
• The principle of a nonprofit corporation can be employed by the corporation.  As such, these employees can be eligible for fringe benefits not available to self-employed people.  Examples of these benefits include, sick pay, group life insurance, accident and health insurance, and corporate pension plans.
• Other Advantage
• Nonprofit corporations under 501 (c) (3) receive lower postal rates on bulk mail
• Many organizations offer discounted advertising rates to nonprofit entities
• Many internet service providers offer discounted rates to nonprofit corporations
• Many national chains (Costco, for example) offer lower membership rates
• Nonprofit corporate employees may qualify for job-training and other work-study programs subsidized by the federal government
• Qualifying For Tax Exempt Status:  On the Federal level, IRS form 1023 must be completed to qualify for 503 (c) (3) Federal tax Exempt status.  Although certain groups are NOT required to file Form 1023, it is recommended that these exempt organizations nonetheless submit the filing to ensure that the IRS view the organization as a tax exempt entity. For example, if your corporation's tax exempt status is for some reason challenged by the IRS, you could be liable for back taxes and sever penalties for the period your company operated as a corporation. Only after a corporation is approved by the IRS as a Tax Exempt Organization can it rest assured that it is in fact a tax-exempt company.

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