Form a California Corporation
Incorporating offers several advantages and protects your company’s name. Some of these advantages include protecting your personal assets, enhanced credibility, tax advantages and perpetual existence. Should you choose to form a California corporation or form a California 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.
There are many benefits to setting up a California corporation and the process is not complicated with professional assistance. Go to our FAQ page for answers to basic questions regarding incorporating in California. Read about some of the advantages incorporating has to offer.
- Choose an available business name. Note that California statute sets forth specific requirements for acceptable (and unacceptable) names for Corporations and LLCs. If you have any questions or concerns about 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 – 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
- Appoint the initial directors of your corporation. California permits the corporation to have just one director.
- File your Articles of Incorporation with the California Secretary of State and pay the filing fee ($100).
- Create corporate “bylaws,” which are the written operating rules for your corporation. Typically, the bylaws are adopted by the corporation’s directors at their first board meeting.
- Hold the first meeting of the board of directors.
- Issue stock certificates to the initial owners (shareholders) of the corporation. Issuing shares formally divides up ownership interests in the business and is a requirement of doing business as a corporation.
- Obtain any licenses and permits that are required for your business. This would include, but may not be limited to, obtaining a business license, an employer identification number from the IRS and a seller’s permit.
- Protect your corporate name: Once you set up your corporation in a particular state, no other company can be established under the same name in that state.
- Taxes: Corporations avoid double taxation of corporate profits and dividends when they make an S-Corp election. Typically profit and loss also passes through an LLC and gets reported on the personal income tax returns of the corporate owners. An LLC can, however, elect to be taxed as a corporation.
- Personal protection for officers: Corporations and LLCs allow the owners of the corporation to isolate and protect their personal assets. If a corporation has been properly structured and managed, the owners of the corporation should have limited liability for the corporate debts and obligations.
- Credibility: Credibility is in the eyes of the beholder. Adding “Inc” or “LLC” after your business name gives the appearance to consumers, vendors and others that you are an established company.
- Duration: A corporation is capable of continuing indefinitely. Its existence is not affected by the death or incapacity of shareholders, directors, or officers of the corporation. An LLC has a limited existence. Absent a contrary agreement, a Limited Liability Company (LLC) is dissolved upon the death, withdrawal, or bankruptcy of a member unless the business is continued by unanimous vote of the remaining members. Although the operating agreement can be drafted to avoid such a result, the life of the LLC is still limited to the termination date in the Articles of Organization.
- Expenses are deductible: Both corporations and LLCs are allowed to deduct normal business expenses before allocating income to owners.
- Formalities: In order to keep up your corporation in good standing, there are many formalities of organizing and running the corporation that must be followed. Failure to follow these formalities may result in the corporation losing its corporate status or a creditor “piercing the corporate veil.” Piercing the corporate veil allows a director or officer of a corporation to be held liable for the actions of the corporation. Reports and tax returns must be filed in a timely manner, and files and records (including minutes of meetings) must be properly maintained.
- Cost: Establishing (and maintaining) a corporation costs money. There are fees to file the Articles of Incorporation with the Secretary of State, tax prepayment fees, and other annual costs.
- Tax consequences: Corporations have potential double-tax consequences — once when the company makes its profit, and a second time when dividends are paid to shareholders. S corporation election by a corporation eliminates this double taxation. Dissolution. When a corporation is dissolved, a formal process must be followed.
- Dissolution: When a corporation is dissolved, a formal process must be followed. Dissolution does not happen automatically. Dissolving the corporation includes gathering corporate assets, paying creditors and outstanding claims, filing final tax returns, and distributing the remaining assets to shareholders.
S Corporation Election
An S Corporation (Small Business Corporation) is an election made by a general corporation after its formation to change the way income is taxed through the IRS. This status allows the taxation of the company to be similar to a partnership or sole proprietor as opposed to paying taxes based on a corporate tax structure. The profits and losses of the business pass through to the corporation owner’s personal income tax. Like a Limited Liability Company, the tax “pass through” allows you to avoid “double taxation.”
Deciding what type of business company structure is best for your small business can be a confusing exercise. If you have any questions as to whether you would benefit from an S Corporation election, you should seek advice from your accountant or an attorney.
California Corporation FAQs
Corporations are formed pursuant to state law and have shareholders, are managed by a board of directors, and the daily affairs are administered by officers. Similarly, a limited liability company (LLC) has members and may be managed by one or more managers. Most often, both entities must pay franchise taxes, but may have different federal tax liabilities.
Generally, most people form corporations or limited liability companies to shield the shareholders or members and officers or managers from personal liability for the debts and obligations of the entity. There may also be various tax advantages to forming these entities which may not be available for a sole proprietorship or general partnership.
This office cannot provide information as to whether a person should incorporate or form a limited liability company or a partnership. If you are contemplating forming any of these entities you should consult with private counsel about your individual situation.
This office will perform a non-binding name check for name availability within the state of incorporation. The name check is performed by us at no additional charge where available. Please remember that the final determination is made by the state officials; thus, never rely on a corporate name check until AFTER you have received a copy of your filed Articles of Incorporation, stamped with the state’s approval.
Individuals and unincorporated entities that regularly conduct business using an assumed name (often called a DBA ) must file an assumed name certificate with the county clerk in each county in which business premises are maintained. If corporations, limited liability companies or limited partnerships (entities created by filing with the secretary of state) do business with a name that is different from the name in the organizational documents, they must file assumed name certificates in the county or counties where the registered office and the principal office are located, and must also file with the secretary of state.
Incorporating will not keep another business from using your name. Generally, every business must protect its own business name and the good will that it has acquired from the sale of its goods or services in a specific geographic area. Filing articles of incorporation only prevents the secretary of state from filing a document to create another corporation, limited liability company or limited partnership that has the same, a deceptively similar, or similar name as the entity already in existence.
Yes. The Secretary of State requires that you use one of the above so that your customers know they are dealing with a Corporation. We will check the name that you are requesting to see if it is available. If the name is not available, we will contact you about your alternatives.
Yes. The business address must be within the state in which you are incorporating. If you are using the registered agent’s address, that will be the address for the business place.
While a few jurisdictions require publication of the corporate name to be published in a newspaper local to the county of the registered agent (Georgia, Arizona, Illinois, and Pennsylvania), most jurisdictions do not require publication unless an existing unincorporated business intends to incorporate without a change in its name; that business must then publish its intent to incorporate in the local newspaper for four consecutive weeks (in most jurisdictions). California does not have this requirement.
Processing times for incorporating a company vary and change constantly depending on the workload at the state office. Please ask one of our representatives for our most current approximation of the current processing time for Articles of Incorporation. Non-expedited processing with the California Secretary of State can often take several months. We offer expedited services with a 5-7 day turn around as well as 24 hour processing for an extra fee.
The registered agent for Service of Process is a person designated by your corporation to accept service of civil documents on behalf of the corporation. They must have an address within the state of incorporation. Anyone who has a street address (NO PO BOXES) within the state of incorporation may act as a registered agent for the corporation. A People’s Choice can act as the registered agent for service for your California corporation or LLC for a low, annual fee.
While most jurisdictions allow the same person to act in all capacities, that person has different responsibilities depending on the capacity in which he or she is acting.
- Vice president
- Secretary (or clerk)
- Assistant secretary
- Assistant treasurer
Although most jurisdictions allow one person to serve in the three capacities of President, Treasurer and Secretary, the person’s responsibility and authority changes through the different officer positions the person assumes. For example, the president is typically responsible for entering into contracts for the corporation, the treasurer is responsible for maintaining and accounting for corporate funds, and the secretary is responsible for observing corporate formalities and maintaining corporate records.
In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers.
Typically, the authority and responsibilities of each officer are described in the corporate bylaws and may be further defined by an employment contract or job description.
The president: The president has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.
The treasurer: The treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the board of directors and be largely controlled by the president on a day-to-day basis.
The secretary: The secretary is typically responsible for maintaining the corporate records.
The board of directors is essentially the management body for the corporation.
Responsibilities of the board of directors include establishing all business policies and approving major contracts and undertakings. In addition, the board may also elect the president. Ordinary business practices of the corporation are carried out by the officers and employees under the directives and supervision of these directors.
The directors must act collectively for their votes and decisions to be valid. That’s why directors may only act at a board of directors meeting. This, however, requires certain formalities. One such formality is that the directors must all be notified of a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporation’s Articles of Incorporation or bylaws.
For a directors’ meeting to be valid, there must also be a quorum of directors present. A quorum is usually a majority of the directors then serving on the board; however, the bylaws may specify another minimum number or percentage.
The board of directors must meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the regular board meetings. The board may also call special meetings for matters that may arise between regular meetings. In addition, boards may call a special shareholders’ meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted.
The first meeting of the board of directors is important because the bylaws, the corporate seal, stock certificates and record books are adopted.
Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation’s. The board must also act prudently and not negligently manage the affairs of the corporation. Finally, the board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others.
This means that the board must be very careful to document that each board action was reasonable, lawful and in the best interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings involving officers, directors and stockholders. The record or corporate minutes of the meeting must include the arguments or statements to support the board action and must detail why the action was proper.
While jurisdictions will vary in their requirements, most states require that there be at least one director and two officers, in a general, for-profit corporation. The required officers are president and secretary. Most states allow one natural person to hold both offices and be the sole director of the corporation. Usually, that one person may also be the sole shareholder. A corporation may not be a director of another corporation.
A Corporation’s “Articles of Incorporation” is the main filing document which begins the corporation’s existence under state law. Once filed, the corporation comes into existence.
The level of complexity for a corporation’s Articles of Incorporation can range from very simple to extremely complex. Generally, most jurisdictions require Articles of incorporation to contain, at a minimum, information about the corporate name, the registered agent, and the corporation’s business address. Requirements vary by state.
Bylaws serve as the internal operating document for the corporation. Generally, Bylaws detail the responsibilities, rights, and duties of directors, shareholders and officers. Currently, states generally do not require that Bylaws be filed.
While many jurisdictions have abolished the requirement of maintaining a corporate seal, many corporations still prefer to maintain a corporate seal as a formality. Corporate seals range in price from $8 (rubber stamp) to about $75 (steel embosser). Your can order your corporate seal through our office. You’ll need the name of your corporation and the date of incorporation before you can order it.
If you plan on opening a bank account under your corporate name, most banks will require that your corporation have a Federal Employers’ Identification Number.
A Federal Tax Identification Number (also known as a “95 Number” or “EIN Number” ) is a number assigned to a corporation or LLC by the Federal Government for purposes of taxation. The Federal Tax ID Number is to a corporation or LLC as a Social Security Number is to an individual. Most banks require that a corporation or LLC obtain a Federal Tax Identification Number as a prerequisite to opening a bank account regardless of whether the company will have employees. This office can prepare your Federal Tax Identification Number Application (IRS form SS4) at your request. Once you receive the prepared application from our office, you may contact the IRS with the completed form and obtain the actual “95 Number” over the telephone in just minutes!
Shares of stock represent ownership of the corporation. Where no shares are issued, no individual owns the corporation. Thus, shares must be issued to those individuals who will own the corporation. While most states have created many exceptions and exemptions from registering a stock issuance with the State or with the SEC for most small businesses, it may be wise to contact the appropriate entity to determine whether you must file a notice of stock issuance on a state or federal level.
Because this office is a non-attorney, legal document preparation service, our company CANNOT be involved with your corporation’s stock issuance. We will provide you with a custom stock certificate that you can use to issue the corporate stock. For help regarding your corporation’s stock issuance, please contact a licensed attorney or the appropriate state entity.
A business corporation must sell shares of stock in order to capitalize the corporation, that is, provide the corporation with its own capital, separate from the money of its owners. This separation provides part of the support for shielding the shareholders from personal liability for the debts and obligations of the corporation.
Shares of stock sold by the corporation represent proportionate ownership interests held by shareholders in the corporation. Par value is a dollar value assigned to shares of stock which is the minimum amount for which each share may be sold. There is no minimum or maximum value that must be assigned. Shares may also have no par value, which means that the board of directors will assign a value to the stock below which the shares cannot be issued.
There is no minimum number of shares that must be authorized in the articles of incorporation. One or more shares may be authorized. However, the corporation may not sell more shares than it is authorized to issue and it must receive consideration in exchange for its shares.
There is no national registration of trade names. Generally, businesses, including corporations, protect their trade names by registering their trade name as a service mark or trademark, if the trade name also functions as a service mark or trademark. Because of the legal complexities involved, we recommend that businesses obtain private counsel to get advice on how to protect a trade name in interstate commerce.