California Articles of Incorporation

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What Are California Articles of Incorporation?

Preparing and filing your articles of incorporation is the first step in starting your business corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.

Incorporating provides many important benefits:

  • Limits the liability of directors, officers, and shareholders
  • Fulfills statutory requirements to register your business name
  • Provides governance and adds credibility

Fast Facts

For Domestic Corporations:

Agency:California Secretary of State - Business Programs Division
Form:

Articles of Incorporation - General Stock (Form ARTS-GS)

Instructions:

Corporate Filing Tips

Filing Method:

Mail, in-person or online.

Agency Fee:

$0 - The processing fee is waived for submissions submitted from July 1, 2022 to June 30, 2023. There is, however, a $15 handling fee if submitting an application in person.

Turnaround:

Current state processing times or pay for preclearance and expedite services

Law:

California Corporations Code - §200-213

For Domestic Professional Corporations:

Agency:California Secretary of State - Business Programs Division
Form:

Articles of Incorporation - Professional (Form ARTS-PC)

Instructions:

Corporate Filing Tips

Filing Method:

Mail, in-person or online.

Agency Fee:

$0 - The processing fee is waived for submissions submitted from July 1, 2022 to June 30, 2023. There is, however, a $15 handling fee if submitting an application in person.

Law:

California Corporations Code - §§ 13400 - 13410

For Domestic Close Corporations:

Agency:California Secretary of State - Business Programs Division
Form:

Articles of Incorporation - Close (Form ARTS-CL)

Instructions:

Corporate Filing Tips

Filing Method:

Mail, in-person or online.

Agency Fee:

$0 - The processing fee is waived for submissions submitted from July 1, 2022 to June 30, 2023. There is, however, a $15 handling fee if submitting an application in person.


Other Helpful California Facts

As you are preparing to incorporate, keep in mind the following requirements specific to California.


California Directors

  • Number: As set forth in the bylaws, but a minimum of three required once shares are issued. Only one is required if only one shareholder, only two required if two shareholders.
  • Qualifications: none.
  • Quorum: Majority of directors, unless bylaws state otherwise, but no less than one third.

California Officers

  • President, Secretary, Chief Financial Officer required. Can all be the same person.

California Bylaws

  • Required: No.

California Annual Shareholder Meeting

  • Required: Yes.
  • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.

California Shareholders

  • Qualifications: N/A
  • Stock Certificate: Required, unless standards met for electronic records.
  • Voting Trusts Allowed: Yes.

Helpful Tools

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TimRoute Consultant, Inc.
Harbor Compliance provided excellent customer support and handle everything in establishing my corporation in Texas. They set up my new corporation, obtained a Federal EIN# and provided By-Laws for my corporation quickly and efficiently. John and Cliff both were responsive and provided answers right away to my questions. I am very happy to have relied on Harbor Compliance and will use them again for any future needs.
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