California Corporation Form and Filing Rules

If you want to form a corporation in California, there are certain forms and legalities you must have in place. These requirements come from the CA Secretary of State, the federal government and elsewhere. We’ve detailed many of the forms and requirements for your California corporation below. Note that some of these are one-off activities, and others will need to be completed periodically.

We provide a paid service to take care of certain filings and forms for your California corporation. Alternatively, you can choose to file these requirements yourself — make sure that you set calendar reminders.

Form Your Business with the Articles of Incorporation

The California Secretary of State requires a formal document from you to form your CA S Corporation or C Corporation. This document is known as your Articles of Incorporation.

Once the Articles of Incorporation document is filed with the CA Secretary of State, your business is legally formed as a California corporation. The Articles of Incorporation typically includes:

  • The corporation’s name
  • The corporation’s mailing address and street address
  • The corporation's Registered Agent and their address
  • The corporation’s capital structure (number of shares to be issued, who owns them, pricing, etc.)
  • The name and address of the incorporator

Here at Incfile, we automatically create and file your Articles of Incorporation on your behalf when you start your S Corporation or C Corporation with us.

Get the Right Permits and Licenses for Your California S Corp or C Corp

Most CA corporations will need to file and pay for various permits and business licenses as you will need them to legally carry out business in California. We can help you understand the exact permits and licenses required for your business to be compliant.

City Licenses and Permits for Your Corporation

Various cities in California have slightly different rules and fees for permits and licenses for corporations. Check with your local California city administration to see what their rules are. You will need a separate permit or license for each city your California corporation operates in.

County and State Business Permits and Licenses

Depending on the type of business you are running, you may need to get additional permits and licenses from the county or state of California. You can get an idea of the types of permits and licenses your S Corporation or C Corporation might need from the State of California website.

Federal Licenses and Permits

Some corporations will need to get licenses and permits from the federal government and various national agencies. You can find a complete list on the U.S. Small Business Administration website.

Learn What Permits and Licenses Your California Corporation Needs With Incfile

Because permits vary widely depending on the type of California corporation you are operating and where you are located, we provide a comprehensive Business License Research Package. It’s designed to tell you all of the licenses and permits necessary for your new corporation. It includes:

  • A comprehensive package of all the licenses, permits and tax registrations required for your business
  • The application forms to file with the appropriate licensing authorities

Your customized Business License Research Package will be emailed to you within two days of your California Corporation being formed by the California Secretary of State.

Other Special Requirements for Your California S Corp or C Corp

Because you’re forming a corporation, there are certain other legal, regulatory and compliance areas you need to meet.

Create Bylaws for Your California Corporation

Bylaws are the formal, internal rules that your California corporation must follow to stay active. You will need to create and agree to bylaws in certain areas.

  • Defining your California registered office and CA Registered Agent
  • Stating details of the Annual General Meeting (AGM), including date, place, time and other relevant information
  • Other details from the AGM, including the order of business, notice, voting record, quorum, proxies, shareholder actions and more
  • Stating when a special shareholders’ meeting may be held and the circumstances that could lead to it
  • Details of stock certificates, ownership, issuing and transfer
  • Details of the Board of Directors including how they are elected and appointed, their number, the powers they have, how they can be removed, regular meetings and agendas, executive committees, remuneration and other areas
  • Details of the various officers in the corporation including how they are chosen and appointed
  • Designations of officers in the California corporation including president, vice presidents, secretary, assistant secretaries and treasurer
  • Rules around dividends, declarations and reserves
  • Any other formalities the corporation believes need to be documented

Corporation Shareholders Must Be Issued Stock

Ownership in a California corporation is expressed through the issuance of shares. You must create stock certificates and formally issue stock to any agreed initial shareholders in the corporation.

A Board of Directors Must Be Appointed

You must appoint directors to all positions in line with the agreed California corporation bylaws. The Board of Directors is responsible for the strategic direction and overall management of the corporation. The board selects officers who will manage the day-to-day activities of the corporation.

Assign Officers to the Corporation

Officers are the individuals who manage the California corporation on a day-to-day basis. At minimum a CA corporation should have a president, secretary and treasurer. Theoretically, one person could hold more than one position.

Get a Corporate Records Book

Your California corporation will need a book to record important information about the business. This book will include details like your Articles of Incorporation, corporate bylaws, meeting minutes, AGM details, directors, officers, stock certificate information, transfer documents and more.

Hire Employees

You may need to hire employees for your California corporation. You will need:

  • An Employer Identification Number (EIN)
  • Worker’s Compensation Insurance
  • General Liability Insurance

Your California Corporation Must Hold an Annual General Meeting

You must hold a yearly meeting that all directors, officers and shareholders of the CA corporation are invited to. The purpose of an AGM is generally to:

  • Discuss important information
  • Make strategic decisions
  • Understand opportunities, risks and issues
  • Vote on important resolutions and other matters

California Corporation Tax Registration

You will need to register for certain taxes when you form your corporation. These include:

  • Federal income tax
  • Corporation tax (only for C Corporations)
  • California state tax
  • Sales and Use tax
  • Employment taxes

You can find details on the California Tax Service Center and IRS websites.

Learn more about taxes for your California corporation.

Annual Statement of Information Report for Your California Corporation

In California, S Corporations and C Corporations must file a Statement of Information report with the secretary of state every year. Failure to file the report could result in late fees or your CA corporation being dissolved.

Learn about your ongoing California corporation filing requirements and business filing deadlines with our helpful California ongoing filing lookup tool.

Annual California Franchise Tax Report

The California Franchise Tax Board requires that all corporations registered in the State of California pay a franchise tax. New corporations that incorporate in California are exempt from the first year minimum tax, but corporate owners are still responsible for paying the applicable franchise tax on any net income earned during the first year. Starting in the second year, corporations are subject to the annual minimum franchise tax rule.

Certificate of Good Standing for Your California Corporation

You may need a Certificate of Good Standing for your California corporation to carry out some business-related services like opening a bank account.

Ready to Start Your California Corporation?

Incfile provides a cost-effective service to help you create your California corporation. We guide you through the process and handle most of the administrative steps, such as filing the necessary forms on your behalf.

Our basic package also provides a free Registered Agent service for the first year. If you're looking for help starting an S Corporation or C Corporation, our comprehensive services provide outstanding value.

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Fees and Requirements in California

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The state charges this amount to file a new business entity. This fee goes directly to the Secretary of State.

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Compliance Requirements

This report is mandatory and must be filed within the specified time frame in order for the entity to remain in good standing with the state. Failure to file this report can lead to the company being revoked or administratively dissolved.

Other State Requirements

Learn more about starting a business in California

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