Introduction
This article focuses on the Articles of Incorporation for a standard corporation.
If you’re looking to form a professional corporation (i.e., for a law form, accounting firm, etc), a non-profit corporation, or a corporation for an insurer, please note that there are different incorporation forms for these corporations.
Preliminary Steps
Go to the forms page of the CA Secretary of State (the “SOS”) website.
Click on “Articles of Incorporation – CA Corporation – General Stock.”
Register for an account with the CA SOS website or log in to your account.
Read and accept the Privacy Statement.
Fill in the fields under “Submitter Information” or leave the fields blank; this section is optional.
Corporation Name
Indicate whether a previously reserved name will be used for the filing.
If yes, click on the reserved name.
If not, enter the name that you want for the corporation.
The name of the corporation should end in “Inc” or Inc.”
A comma before “Inc” or “Inc.” is optional.
Business Address
Enter the complete address of the principal office of the corporation.
This must be a physical address and cannot be a P.O. box.
Mailing Address
Enter the mailing address of the corporation.
This can be the same as the business address or different. The mailing address may be a P.O. box.
Directors
Determine whether you want to name the Director(s) in the Articles of Incorporation. (“Articles”).
Most corporations do not name directors in the Articles.
If you name Director(s), all Director(s) must sign the Articles.
The names and addresses of the Director(s) listed will be part of the public record.
Unless there is a specific reason to name Director(s) at this point in time, it’s generally best to not do so.
Agent for Service of Process
Designate an agent for service of process. Such agent will be responsible for receiving legal documents on the corporation’s behalf (including documents related to lawsuits).
You may designate someone within the corporation for this purpose.
If so, the address provided cannot be a P.O. box.
Alternatively, you can also designate a California Registered Corporate Agent.
Such agent must agree beforehand before being so designated and usually charge fees for this service.
Shares
Enter the maximum amount of shares the corporation is allowed to issue.
10,000,000 is a good starting point, but any amount may be designated as long as there is at least 1 share designated.
The 10,000,000 number allows good flexibility for additional issuances in the future so that many shareholders can receive nice full numbers of shares (as opposed to fractional shares).
If additional authorized shares need to be provided in the future, the Articles will have to be amended and resubmitted with the SOS.
For this reason, it’s good to not have too little authorized shares.
Please note that the amount of authorized shares is not the same as the amount of issued shares. The amount of authorized shares simply designates the total amount that can be issued.
Class or Series of Shares
Most corporations only have one class of shares and do not have series of shares.
Unless there is a specific reason to do this, only allow for one class of shares at this point in time.
This can be amended in the future as needed.
File Date
Choose current date unless there is a specific reason to defer. A common reason to defer is so that the corporation is not incorporated until the next calendar year (so as to save on CA incorporation taxes).
Please note, however, that the future date cannot be more than 90 days from the date the Articles are submitted.
The Articles would also not begin to be reviewed until such date.
Signature
Review and sign the Articles, pay the processing fee of $100, and submit!
Conclusion
Once you’ve received the Articles back from the SOS with a letter stating the date the corporation was incorporated, your corporation is officially a legal entity in the eyes of the state.
Please note, however, that the corporation still has to be fully organized before it begins to conduct business. For an explanation of the difference between being incorporated and being fully organized, check out this article.
Disclaimer
This is not legal advice and does not create an attorney-client relationship between you and the author. This article is being furnished for educational purposes only.
The author makes no warranty as to the accuracy, completeness or applicability of the information and undertakes no obligation to update the information.
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