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If you are not completely sure that you want to form a California Corporation check out our detailed
Incorporation Information page.
After reading our Incorporation Information page,
if you are still not completely sure that you want to form a California Corporation you should consult a competent California lawyer, accountant or both.
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Once you have made the decision to Incorporate in California Online, PCF makes the process of forming a
California Corporation fast and easy.
California Incorporation options and pricing are included below.
There are no hidden costs.
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The state of California usually takes 15-20 business days to process your application to form a California Corporation.
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What do I have to do to form a California Corporation
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1. Choose a name for your California Corporation
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- PCF will check to make sure that your California Corporation name is available, conforms to state of California
Corporation naming regulations, and will reserve the Corporation name with the California Secretary of State.
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Your California Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the California Corporation name that you choose must be distinguishable from the name of any other registered California Corporation or other
business entity and the name must also be different from any reserved names on record with the state of California.
Your California Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your California Corporation name must not be a name that is likely to mislead the public.
California state law restricts the use of certain words and phrases in Corporation names.
Specific California Corporation naming regulations can be found here.
It's important to choose a good name for your California Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the California Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your California Corporation
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- PCF can act as the official Registered Agent for your California Corporation.
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Every California Corporation must have an address that is physically located in the state of California.
This address is "registered" with the California Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of California to receive all correspondence on behalf of the California
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many California Corporations hire a Registered Agent because they don't have a physical
address within the state of California or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your California Corporation
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All California Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your California Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your California Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of California or shareholders of the California Corporation unless the Articles of Incorporation
or Bylaws require it.
The minimum number of Directors for a California Corporation is three.
However, prior to the issuance of any shares the number may be one or two.
If your California Corporation has only one shareholder then the number of Directors may be one or two.
If your California Corporation has only two shareholders the number of Directors may be two.
The number of Directors for your California Corporation must be stated in the Bylaws.
Normally Directors for your California Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your California Corporation
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The Board of Directors elects Officers for your California Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the California Corporation.
Officers handle the day to day operation of the California Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a California Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
Every California Corporation must have either a Chairman of the Board, a President or both.
This person serves as the General Manager/CEO of the California Corporation unless the Bylaws specify something different.
Besides the General Manager, each California Corporation must also have a Secretary and Chief Financial Officer (Treasurer).
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the California Corporation.
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5. Determine how you want your California Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your California Corporation and include it with
your Incorporation documents.
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The California Corporate Income Tax Rate is 8.84%.
You may form an S Corporation in California.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any California Corporate Income Tax.
Both C Corporations and S Corporations are subject to a minimum California Corporate Franchise tax of $800.
The minimum California Corporate Franchise tax is due the first quarter of each accounting period and must be paid whether the California corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months.
The minimum California Corporate Franchise Tax is waived on newly formed or qualified corporations filing an initial return for their first taxable year.
For more California Corporate Tax Information click here |
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6. File Articles of Incorporation with the California Secretary of State
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PCF can draft Articles of Incorporation that are specific to your California business and file them with
the California Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in California you must file Articles of Incorporation with the California Secretary of State.
The Articles of Incorporation must include certain specific information about your California business. If the Articles do not conform exactly to state of California requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your California Corporation but you will have to pay a fee to the state of
California in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your California Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your California Corporation.
All California Corporations are required to have an FEIN.
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What do I have to do after I form my California Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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PCF can create customized initial Bylaws for your California Corporation that are based on your specific business requirements.
Bylaws usually require you to keep minutes of your first Board of Directors meeting.
When you order Bylaws, PCF will also prepare the minutes for you.
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your California Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the California Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the California Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or California law or
the California Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal California office.
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2. Open a Business Bank Account in California
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It's very important that you have a separate business bank account for your California Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line. -
PCF can create a business bank account for your California Corporation.
You will receive free checks, an opening deposit of $100, and no monthly fees for a whole year.
Your bank account will be ready the day your California Corporation opens for business.
If you decide to open a business bank account on your own, it's a good idea to contact the bank before you open an account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- PCF can prepare the necessary forms for your city business license and include them in your California Corporation package.
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The business licenses or permits that are required for your California Corporation vary depending on your specific business activities and the California
locations in which you want to conduct business.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your California Corporation into a form that complies with all
state of California requirements.
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Every California Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the California Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
California Corporation a lot of potential trouble.
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5. File the required reports
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- PCF can file your Initial report as well as your Annual Statement of Information each year by the due.
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An Initial Statement of Information must be filed with the California Secretary of State within 90 days of your incorporation date.
In addition, an Annual Statement of Information must be filed with the California Secretary of State every year.
This report includes information on directors and officers, the corporation's general business activity, and additional details for corporations which are traded publicly.
The Annual Statement of Information includes basic information about your California Corporation including information on your Directors and Officers.
Failure to submit a properly completed California Annual Statement of Information to the California Secretary of State on or before the
due date may subject the California Corporation to being administratively dissolved in the state of California or having its authority to
transact business in the state of California revoked by the California Secretary of State.
Penalties may accrue if you fail to file any California Corporation Annual Statement of Information to the California Secretary of State
by the due date.
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If you have any questions call us toll free at 1-877-438-4626 or email us at corpServices@GetIncNow.com.
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