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.
Find out where you stand in California
Where are you in forming your corporation?
DocDraft provides document preparation, not legal advice.
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
- 1
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.
- 2
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.
- 3
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.
- 4
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.
- 5
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.
- 6
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.
- 7
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.
Open the Articles of Incorporation guideCustomize your Articles of Incorporation Template with DocDraft
California Requirements for Articles of Incorporation
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.
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).
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).
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.
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).
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.
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.
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.
Frequently Asked Questions
In California, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A general stock corporation is formed by filing Form ARTS-GS, which sets out the corporation's name, its purpose, its agent for service of process, and the number of shares it is authorized to issue (Cal. Corp. Code 202).
In California, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock and files Form ARTS-GS. Articles of organization create a limited liability company (LLC), which has members instead of shareholders, issues no stock, and files Form LLC-1. Both are filed with the California Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of California law. Choose the one that matches the entity you want.
You file the Articles of Incorporation (Form ARTS-GS for a general stock corporation) with the California Secretary of State, and the filing fee is $100. You can file by mail or in person, and the Secretary of State offers faster processing for an added fee for documents dropped off in person. Once the Secretary of State accepts and files the articles, the corporation legally exists in California.
California requires the articles to set forth the corporation's name, which must include a word such as Corporation, Incorporated, or Limited or an abbreviation; a statement of purpose; the name and California street address of the agent for service of process; and the total number of shares the corporation is authorized to issue (Cal. Corp. Code 202). If more than one class or series of shares is authorized, the articles must state the designation and number of each. The incorporator signs the articles.
The agent for service of process named in California articles of incorporation must have a physical street address in California, not a post office box, and must agree to accept legal papers for the corporation. The agent can be an individual who lives in California or a company that has filed a certificate under Cal. Corp. Code 1505 to act as an agent. A California corporation cannot serve as its own agent for service of process.
Yes. Every California corporation is subject to an $800 minimum annual franchise tax collected by the Franchise Tax Board (Cal. Rev. & Tax. Code 23153), which is owed whether or not the corporation is active or profitable. A corporation is generally not subject to that $800 minimum for its first taxable year, though it still owes tax on any net income it earns that year, and the minimum applies for each taxable year after the first.
A Statement of Information (Form SI-550) is a filing that updates the California Secretary of State on the corporation's officers, directors, principal address, and agent for service of process. A California corporation must file it within 90 days of filing its articles of incorporation, and annually after that, with a $25 fee (Cal. Corp. Code 1502). Filing on time keeps the corporation in good standing; missing it can lead to a penalty.
In California, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the California articles to exist as a corporation and the bylaws to govern it day to day.