Articles of Incorporation
California state law requires that articles of incorporation be filed with the California Secretary of State; filing fees start at $100. The articles must also include information on the incorporators, of which there must be at least one. If initial directors are not named in the articles, the state allows California corporations to do whatever they believe “necessary and proper” to improve the corporation’s organization, including adopting and/or amending bylaws and electing directors and officers.
California allows a corporation to be formed for any lawful business activity, but requires a specific statement to be included: “The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession not permitted to be incorporated by the California Corporations Code.”
The articles should also specify the number of shares to be authorized for later issuance to shareholders-the standard articles form creates only one class of common shares with equal dividend, liquidation, and voting rights, and no special restrictions-as well as additional information about share numbers, class designation, and rights if the corporation is authorized to issue more than one class of shares.
California also allows other, optional provisions to be integrated into the articles of incorporation for those corporations wishing to formalize additional criteria, such as the names and addresses of the initial directors, special qualifications of shareholders, limits on the duration of the corporation’s existence, limits on the liability of a director in specific circumstances, and the like.