| Forms to use | |
Articles of Incorporation |
| |
| Time deadlines |
| Articles of Incorporation must be filed within 60 days of reserving
your corporate name or you will lose your rights to your reserved name.
Warning: If you won't be starting business until the beginning of a year, file your Articles of
Incorporation in January, so that you won't have to complete tax returns until you begin business. |
|
| What to do |
| The enclosed Articles of Incorporation
contain the required words for the simplest California corporations,
plus two optional, but very helpful paragraphs (V and VI)
which limit the liability of corporate directors and officers.
The Secretary of State's office is very particular about the wording,
so do not change them unless you talk with an attorney or the
Secretary of State's office first.
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|
| How to complete the form | |
| Lines | What to enter |
| Name | Use the name you reserved with the Secretary of State.
Enter this twice, once for the heading and once in section I. |
| Agent | List the name and
address of one person (a California resident) who is willing to accept all official mail on behalf of the
corporation. This person does not have to receive the corporation's general mail -
(s)he is only agreeing to accept legal notices or summons (if they ever occur).
List their street address, no P.O. boxes please! |
| Stock | See Issuing Stock to decide how many shares you
will need to authorize. If you believe you might need more later, many corporations
authorize additional shares now in their Articles of Incorporation but do not issue them
until the corporation needs additional capital. You are not "stuck" with your decision,
because you can always
amend your Articles of Incorporation later to authorize more stock.
If this occurs, you will have to pay a fee and you must call the Secretary of State's office for the current form. |
| Signature | An incorporator must sign your
Articles of Incorporation. Although anyone can be an incorporator, they have certain
responsibilities and therefore should be the primary organizer or responsible agent
of the future corporation. Type the incorporator's name below the signature. |
|
|
| Cost/How to submit |
| The cost is $100. Mail the Articles of Incorporation with a $100 check
made payable to the Secretary
of State.
Document Filings Support Unit
Business Programs Division
1500 11th Street
Sacramento, CA 95814
The Secretary of State's office will return
a certified copy to you with your corporate ID number and will keep the original
for their permanent files. Use your corporate ID number on all state income tax forms.
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|
| Call the Secretary of State if |
| Call the Secretary of State or visit
http://www.sos.ca.gov/business/be/forms.htm
to obtain the proper forms to file if:
- You change the number of authorized shares
- You change the name or address of the agent for service between annual meetings
- You change your corporation's name or
- You close (dissolve) the corporation.
Be sure to check your Bylaws to determine whether you need shareholder and/or Board of
Director approval and then document this approval in the meeting minutes. |
|
| Incorporated out of state? |
| Sorry...you won't save anything in taxes or paperwork.
You must complete a
Statement and Designation by Foreign Corporation
form with the
Secretary of State's office and pay $100.
If your name is already being used in California or is misleading, you may have to register
a fictitious name (dba) with the Secretary of State. Also, you will
be asked to obtain a statement of good standing from the state in which you were incorporated.
For information, call the numbers below.
|
|
| Questions? |
| Contact the California Secretary of State at
http://www.sos.ca.gov/business/be/contact.htm
or
| Sacramento | 1500 11th St. | (916) 657-5448 |
| Los Angeles | 300 South Spring St. Room 12513 | (213) 897-3062 |
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