Establish your corporation with LegalZoom today. We have helped thousands of businesses just like yours incorporate online in three easy steps. Choosing a corporation as your legal business entity will protect your personal and business assets while providing fringe benefits and possibly even shrinking your tax bill. We're always here to help you sort out different types of corporations so you can make your move right away. Make your business work for you!
When incorporating in California with LegalZoom, we not only file your articles of incorporation with the California Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your California corporation.
California Incorporation Information
Incorporating in California
When you form a California corporation, the name that you choose for your corporation must not be the same as, or resemble so closely as to tend to deceive, any other registered California corporation and any reserved names on record, subject to certain exceptions under state law.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
In general, California does not require a corporate ending such as "Incorporated," "Corporation" or "Inc." (except for statutory "close corporations).
California state law restricts the use of certain words and phrases in business names. When you form a California corporation with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.
When you incorporate in California, the corporation's existence begins after the articles of incorporation are filed with the California Secretary of State. California law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements.
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: None.
- Duties: If initial directors are not named in the articles, those incorporating in California may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers.
- Listing Requirements: Incorporators are not required to be listed in the articles of incorporation.
California allows a corporation to be formed for any lawful business activityA specific statement specified by the state must be included. For regular corporations, the statement is:
"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."
Minimum Number of Directors: Three or more, subject to the following exceptions:
Eligibility Requirements: The articles of incorporation or bylaws may prescribe qualifications for directors.
- before shares are issued, the number may be one or two,
- so long as the corporation has only one shareholder, the number may be one or two
- so long as the corporation has only two shareholders, the number may be two.
Other Required Listing Information:
- The name and address in this state of the corporation's initial agent for service of process.
- If the corporation is authorized to issue only one class of shares, the total number of shares which the corporation is authorized to issue.
- Additional information regarding share numbers, class designation and rights if the corporation is authorized to issue more than one class of shares.
California also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:
LegalZoom allows you to designate whether any or all of these provisions should be included.
- a provision limiting the duration of the corporation's existence to a specified date,
- special qualifications of shareholders,
- the names and addresses of the initial directors,
- a provision eliminating or limiting the liability of a director in certain circumstances and/or
- a provision permitting or making obligatory indemnification of a agent for liability in certain circumstances.
California corporations generally have bylaws that are written to manage the business and to conduct the corporation's affairs, so long as the bylaws do not conflict with the articles of incorporation. A California corporation maintains its bylaws at its principal executive office and is not required to file them with the state. LegalZoom will provide customized bylaws for your California corporation based on the operation requirements that you specify.
Director Information: The board of directors of a corporation may adopt, amend or repeal bylaws subject to any restrictions in the articles. Bylaws may also be adopted by approval of outstanding shares in compliance with the articles.
NOTE: The Secretary of State maintains a registry of distinguished women and minorities available to serve on corporate boards of directors, which is generally accessible by corporations.
The bylaws must state the number of directors that comprise the Board of Directors; or that the number of directors shall be not less than a stated minimum nor more than a stated maximum (which in no case shall be greater than two times the stated minimum minus one), with the exact number of directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws.
Officer Information: Officers may be either listed in the bylaws or elected by the board in compliance with the bylaws. A corporation shall have a chairman of the board or a president or both, a secretary, a chief financial officer and such other officers with such titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments and share certificates.
The president, or, if there is no president, the chairman of the board, is the general manager and chief executive officer of the California corporation, unless otherwise provided in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise.
LegalZoom can also provide your business with registered agent services. Every California corporation must have a registered agent in California -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
- Eligibility Requirements - The registered agent must either be (1) a natural person residing in the state or (2) a corporation which has been approved to serve as a registered agent in the state.
Under California law, a professional corporation is formed in order to render services within a single, state-licensed profession.
The professions which are required to be professional corporations include: Accountants, Acupuncturists, Architects, Chiropractors, Clinical Social Workers, Dentists, Doctors, Lawyers, Marriage, Family & Child Counselors, Nurses, Optometrists, Pharmacists, Physical Therapists, Physicians' Assistants, Psychiatrists, Psychologists, Shorthand reporters and
Speech and language pathologists.
Professional corporations may not engage in any other business, and must comply with particular conventions in its choice of corporate name.
An initial statement of officers must be filed with the California Secretary of State within 90 days after filing original articles, and every year thereafter in the applicable filing period. This report must include information on directors and officers, the corporation's general business activity, and additional details for corporations which are traded publicly.
Income Tax Rate:
The California state income tax rate is currently 8.84% of net income. The minimum tax is $800, which is waived during the first fiscal year.
S corporation status is recognized by the State of California. A separate state election is not required. However, California S-corporations are still subject to a separate 1.5% S-corporation fee, which is based on the corporation's net income.