California Articles of Incorporation
California articles of incorporation form a corporation by filing Form ARTS-GS with the Secretary of State for $100, setting the name, purpose, agent, and shares. Attorney review available.
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Introduction
California pairs incorporation with an $800 minimum annual franchise tax, owed after a general stock corporation is created as a separate legal entity by filing the Articles of Incorporation of a General Stock Corporation (Form ARTS-GS) with the Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. California law requires the articles to set forth the corporation's name, a statement of purpose, an agent for service of process, and the number of shares the corporation is authorized to issue (Cal. Corp. Code 202). The filing fee paid to the Secretary of State is $100. The corporate name must include a word such as Corporation, Incorporated, or Limited, or an abbreviation, and the agent for service of process must have a physical California street address, not a post office box (Cal. Corp. Code 202, 1505). After the corporation is formed, California charges an $800 minimum annual franchise tax collected by the Franchise Tax Board (Cal. Rev. & Tax. Code 23153), though a corporation is generally not subject to that minimum for its first taxable year. Within 90 days of filing the articles, and annually after that, the corporation must file a Statement of Information (Form SI-550, $25) with the Secretary of State (Cal. Corp. Code 1502). DocDraft builds your California articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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California requires a general stock corporation to file Form ARTS-GS with the Secretary of State, the founding document that creates the corporation as a separate legal entity.
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You file the articles with the California Secretary of State and pay a $100 filing fee. The Secretary of State is the filing office for forming a California corporation.
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California requires the articles to set forth the corporation's name, a statement of purpose, an agent for service of process, and the number of shares the corporation is authorized to issue (Cal. Corp. Code 202). The name must include a word such as Corporation, Incorporated, or Limited, or an abbreviation.
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The agent for service of process named in the articles must have a physical California street address, not a post office box, and the corporation cannot act as its own agent; a corporate agent must have a certificate on file under Cal. Corp. Code 1505.
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After formation, every California corporation is subject to an $800 minimum annual franchise tax collected by the Franchise Tax Board (Cal. Rev. & Tax. Code 23153). A corporation is generally not subject to that minimum for its first taxable year, but it still owes tax on any first-year net income.
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Within 90 days of filing the articles, and annually after that, the corporation must file a Statement of Information (Form SI-550) with the Secretary of State, with a $25 fee (Cal. Corp. Code 1502). It updates the state on the corporation's officers, directors, address, and agent.
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Articles of incorporation form a corporation. To form a California limited liability company you file articles of organization (Form LLC-1) instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in California, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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California Requirements for Articles of Incorporation
File Form ARTS-GS With the Secretary of State
A California general stock corporation is formed by filing the Articles of Incorporation of a General Stock Corporation (Form ARTS-GS) with the California Secretary of State. The filing fee is $100. The corporation legally exists once the Secretary of State files the articles.
Corporate Name With a Designator
The corporation name in the articles must include a word such as Corporation, Incorporated, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the California Secretary of State (Cal. Corp. Code 202).
Statement of Purpose
California articles include a purpose statement that the corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California, other than banking, trust company business, or a licensed profession (Cal. Corp. Code 202).
Agent for Service of Process
The articles must name an initial agent for service of process with a physical California street address, not a post office box. The corporation cannot be its own agent, and a corporate agent must have a certificate on file under Cal. Corp. Code 1505.
Authorized Shares
The articles must state the total number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles must state the designation and number of each class or series (Cal. Corp. Code 202).
Statement of Information (Form SI-550)
Within 90 days of filing the articles, and annually after that, the corporation must file a Statement of Information (Form SI-550) with the Secretary of State, with a $25 fee (Cal. Corp. Code 1502). It reports the officers, directors, address, and agent.
Minimum Annual Franchise Tax
Every California corporation is subject to an $800 minimum annual franchise tax collected by the Franchise Tax Board (Cal. Rev. & Tax. Code 23153). A corporation is generally not subject to that minimum for its first taxable year but still owes tax on any first-year net income.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a California limited liability company you file articles of organization (Form LLC-1) instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.