Forming a corporation in California is straightforward - just follow the steps in this how-to-incorporate guide.

Table of Contents

Two-Minute Overview

10 Steps to Incorporate in California

1. Choose the Type of Corporation
2. Decide Name and Address - Name Search
3. Select a Registered Agent for Legal Service
4. Choose an Incorporator
5. Issue Shares
6. File the Articles of Incorporation With the State
7. Elect Directors
8. Adopt Bylaws
9. Apply for a Federal Tax ID Number (EIN) With the IRS
10. File Your First Statement of Information

Frequently Asked Questions about Incorporation

• Why form a corporation (and not an LLC)?
• What type of corporation is best for me?
• Can I form the corporation myself?
• Why would I use a filing service?
• Why use SunDoc Filings?
• Why incorporate in California?
• What's the best state to incorporate in?

Overview: How To Form a California Corporation

To incorporate in California, you file Articles of Incorporation with the Secretary of State and pay the filing fee. You'll need a company name that's available to use, which type of corporation you're choosing, your corporate address, and who's your Registered Agent. You'll also need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are and any directors. Then, you'll have to have an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

Within 90 days of incorporating, you must file your first annual Statement of Information with the state, along with a filing fee. This is the document that lists officers and directors. Consult your accountant or tax attorney for advice on California taxation. While you don't need an attorney to incorporate, it can be a good idea to consult one prior to filing to help structure your company to your greatest benefit. Nothing in this article can be construed as legal, tax or accounting advice. You should consult licensed professionals to give you specific advice for your situation.

10 Steps to Incorporate in California

1. Choose the Type of Corporation

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by California for certain professionals, and there are also Non-Profit Corporations that are for religious institutions, for public benefit or for mutual benefit.

The forms supplied by California for download meet the minimum requirements of the California Corporations Code.

Initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

The differences between a C Corporation and an S Corporation largely revolve around taxes that you will pay on your business income, so it's important to choose before you create your corporation. Federal taxes will apply to all states, and your state of incorporation will have its own regulations as well – California has its own tax on corporations, for example. See these three guides for more information:

• C Corporation vs S Corporation
• Forming an S Corp in California
• Forming a C Corp in California

2. Decide Name and Address - Name Search

The name you submit to the state in your Articles of Incorporation must be clearly available for you to use in the State of California. If not, your filing will be rejected. There are statutory requirements also for Professional & Non-Profit Corporations.

Both to comply with the law and of course for your own branding, you should spend some effort developing your company name. SunDoc can perform a name availability check for you, as well as reserve a corporation name if you are not ready to file.

3. Select a Registered Agent

Every California corporation is required to have a registered agent. This is a company (that has a 1505 on file) or an individual reliably available at a known address during business hours for legal and other communications from the State, process servers or other government officials. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

4. Choose an Incorporator

One or more persons must be named as the "Incorporator" on your Articles of Organization form. Anyone can be this, and often an attorney involved with the business formation becomes the Incorporator. SunDoc can act in this role if we form the corporation for you,and then resign effective immediately, leaving a duly constituted board of directors able to conduct further actions.

5. Issue Shares

The quantity of shares that the new corporation is authorized to issue is stipulated in the Articles of Incorporation, and it requires filing an amendment to change this quantity. The corporation is not obligated to issue the full number of shares stipulated. This is the upper limit stated, unless amended.

Issuing shares and creating shareholders are typically done by the board of directors as an action of the corporation. California's default Articles of Incorporation form for a general stock corporation that constrains you to one class of shares.

6. File the Articles of Incorporation

While you can file the articles yourself, alternatively you can use a filing service such as SunDoc to handle all the details for you. Get started on our Form a California Corporation page and enjoy our easy process. Remember, you can always call us at 888-595-2747 during business hours.

7. Elect Directors

A California corporation must have a minimum of three directors, except for certain cases where no shares have been issued or there are less than three shareholders (in which case the directors must at least equal the number of shareholders). Every California corporation must also have three officers: President, Treasurer and Secretary – and one person can fill all three roles if desired. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

8. Adopt Bylaws

While the Articles of Incorporation can only be changed by filing an amendment with the state, the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of California law. Minutes must be kept of meetings.

You can view and download our sample of California Corporate Bylaws as created by an attorney. The bylaws are adopted by the directors (or by the Incorporator) in the initial corporate meeting and should be available to all shareholders during business hours at the corporate business address. Bylaws are not public record and cannot be filed by the State. They are kept internally within the company.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, are customized to your state and include such things as stock certificates, a corporate seal embosser, meeting minutes and so forth. SunDoc can help you stay organized with our California Corporate Kits.

9. EIN – Apply for a Federal Tax ID Number (EIN)

Regardless of whether a California corporation has employees or not, it must have an Employer Identification Number from the IRS. This is abbreviated as EIN but is more commonly referred to as a Federal Tax ID Number. You can obtain one by submitting Form SS4 to the IRS. SunDoc can also apply for an EIN on your behalf. (Additionally, see our discussion, Do I Need an EIN?) Banks and other financial services will typically want to know your EIN prior to setting up a business account.

10. File Your First Annual or Biannual Statement of Information

California requires your first annual Statement of Information to be filed within 90 days of incorporating, and then each year after that (it is required biannually for Non-Profit Corporations). This filing supplies the names of the directors and officers, along with details of the corporation. The form can be downloaded or filed through the California business website, and of course SunDoc can handle this initial chore for you too, as well as all subsequent filings so you don't miss a deadline or fill it out incorrectly.

Frequently Asked Questions

Why form a corporation (and not an LLC)?

While many start-up companies like the LLC for its management flexibility, typically most venture capital firms have preferred to inject funds into a corporation (although this is less an issue in recent years). Taxation and the disbursement of income are different for the two types of business entity, and liability protection exists differently. As the more mature structure, the corporation has the longest body of settled law, while the LLC is more recent.

See our guide to LLC vs Corporation: What are the Differences? for a detailed review of the pros and cons of both entities.

What type of corporation is best for me?

You should choose a business entity that will give you the most benefit in your particular operations. Unless you're a class of professional required by California law to form a professional corporation, your choice of corporation type may depend on the potential expansion you hope for your business. See our overview of Choosing the Right Business Entity and our at-a-glance Entity Comparison Table.

Can I form the corporation myself?

Yes, you can act as your own Incorporator (see Step 4 above), and the California Secretary of State's website has an abundance of tips, instructions and necessary forms for all its business requirements with the public. You can file paper forms directly with the Sacramento or Los Angeles offices, by mail, or you can use the online service provided by the state.

Why would I use a filing service?

Many people simply don't like paperwork, get frustrated with rejections, or often find it distracts from performing the actual business of the company. The penalties for missing deadlines to file annual forms can be quite steep. A business filing service can review for obvious errors, making sure your documentation is in compliance with laws, for relatively modest fees.

Why use SunDoc Filings?

Experience and customer service. We're built around people, and our staff has decades of experience and is all based in the U.S. This means that we are proficient in identifying and correcting document errors that could lead to rejections and delays and explaining something to newcomers in a few words over the phone. We know how every system works, what it costs and how long it takes, so we deliver on our estimates. Satisfied customers keep coming back to us, and we'll strive every time to make sure you do too. As a result, our customer retention is typically greater than any other filing companies.

Why incorporate in California?

You don't have to incorporate in your home state, but for the smaller business or the closely held corporation, the advantages typically outweigh the disadvantages. While it can be less costly to incorporate your California business in a different state, you may face double taxation burdens from both states. One often overlooked danger comes with the possibility of having to defend a lawsuit in a different state (and every public business should contemplate the possibility of being sued).

What's the best state to incorporate in?

As with every question about what's best for you, it depends. Study the possibilities and tailor the options best to suit your business plan and expectations. It has always been held that Delaware is the most business-friendly state, but many states are contenders in this field nowadays, including Nevada and Wyoming. See our general discussion of this here: What's the Best State to Incorporate In?

As a final tip, study all the options and make sure you're tailoring your choices to your ultimate benefit as a successful operation over time. When in doubt, consult a professional – it can be money well spent.