California Secretary of State serves as the custodian of records for corporate records filed with this office. The Business Entities Section is responsible for:
* examining, processing, filing and maintaining documents relating to the formation of California (domestic) corporations, the qualification of foreign (out of state or country) corporations to transact business in California, and any amendments to the records of the domestic or qualified foreign corporations;
* responding to inquiries relating to status or other information concerning corporations of record;
* providing certificates (of status or filing) and copies of corporate documents upon request; and
* receiving and processing substituted service of process.
General provisions governing most corporations are found in the California Corporations Code commencing with sections 100 (domestic stock corporations), 5110 (domestic nonprofit public benefit corporations), 7110 (domestic nonprofit mutual benefit corporations), 9110 (domestic nonprofit religious corporations) and 2100 (foreign (out of state or country) corporations).
Business corporations authorized to issue stock, excluding such special organizations as cooperatives, credit unions, etc., are organized under the General Corporation Law, and particularly Title 1, Division 1, Chapter 2, California Corporations Code.
California Corporations Code Sections 200-202 outline the minimum requirements of Articles of Incorporation for stock corporations. Section 13400, et seq. of the Code specifically deals with statutory professional corporations. The attached sample has been drafted to meet minimum statutory requirements. The sample may be used as a guide in preparing documents to be filed with the Secretary of State to incorporate. It is, however, suggested that you seek private counsel for advice regarding the proposed corporation’s specific business needs, which may require the inclusion of special permissive provisions. Not all professions are authorized to form as professional corporations. For verification as to the acceptability of a particular profession, please contact the California State Board or Agency having jurisdiction over that profession. The fee for filing Articles of Incorporation on behalf of a stock corporation is $100.00. Check(s) should be made payable to the Secretary of State.
PLEASE NOTE: Businesses incorporating in California are subject to California corporation franchise tax requirements until such time as they formally dissolve. Information regarding franchise tax requirements can be obtained from the Franchise Tax Board’s Internet Web site or by calling the Franchise Tax Board at 1-800- 852-5711.
The original and at least two copies of the Articles of Incorporation should be included with your submittal. The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified upon request and payment of the $8.00 per copy certification fee.
Documents can be mailed or hand delivered for over-the-counter processing to the Sacramento office at:
Business Programs Division (916) 657-5448
1500 11th Street Sacramento, CA 95814
Attention: Document Filing Support Unit
OR can be hand delivered for over-the-counter processing to any of the regional offices located in:
Fresno (559) 445-6900
1315 Van Ness Avenue, Suite 203 Fresno, CA 93721-1729
Los Angeles (213) 897-3062
The Ronald Reagan Building 12 th Floor South Tower, Room 12513 300 South Spring Street Los Angeles, CA 90013-1233
San Diego (619) 525-4113 1350
Front Street, Suite 2060 San Diego, CA 92101-3609
San Francisco (415) 557-8000 455
Golden Gate Avenue, Suite 14500 San Francisco, CA 94102-7007
NOTE:
• Cash is accepted only in the Sacramento office.
• Duplicate original documents must be submitted when filing in any of the regional offices. • Regional offices do not process mailed in documents.
A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento office or in any of the regional offices located in Fresno, Los Angeles, San Diego, and San Francisco. The $15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail.
Preclearance or expedited filing of eligible corporate documents can be requested in a specified time frame, for an additional fee (in lieu of the $15.00 special handling fee), as described in the Preclearance/Expedited Filing Service Information. The preclearance/expedited filing service is not available in the regional offices.
When forming a new California corporation you may need to contact one or more of the following agencies for additional information:
The Franchise Tax Board - for information regarding franchise tax requirements.
The Board of Equalization - for information regarding sales tax and/or use tax liability.
California Department of Corporations - for information regarding issuance and sale of securities in California; Franchise Investment Law; Personal Property Brokers Law and/or Escrow Law requirements.
The Department of Consumer Affairs - for information regarding licensing requirements.
The Employment Development Department - for information regarding disability unemployment insurance tax.
The Department of Industrial Relations, Division of Worker’s Compensation - for information regarding workman’s compensation requirements.
California city and/or county clerk and/or recorder where the principal place of business is located - for information regarding business licenses, fictitious business names (if doing business under a name other than the corporate name), and for specific requirements regarding zoning, building permits, etc. based on the business activities of the corporation.
The Internal Revenue Service (IRS) - for information regarding federal employer identification numbers. The Secretary of State does not license corporations or business entities. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the business, e.g. Contractors’ State License Board.
Source: California Secretary of State, Business Programs Division
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