California Corporation

What is a California Corporation?

A California Corporation is a business formation that can be formed by one or more people by filing the formation paperwork with the California Business Programs Division. The California Corporation will be used for various business purposes. Financial transactions, corporation ownership distribution and public offerings are a few examples. There are a few requirements to operate and form a Corporation in California legally.

California Corporation Requirements

1. State Filing Fee of $125 ($100 plus $25 for the Initial Statement of Information).
2. A Statutory Agent located in California. See our service here.
3. Yearly Franchise Tax, $800 minimum.
4. Beneficial Ownership Information Report filing. Report due after company formation starting January 1, 2024.

California Corporation Structure

CA Corporations are structured legally with the California Articles of Incorporation. Like many states, the document for a Corporation formation is short and simple.

The required information to be listed:

• Corporation Name
• Initial Address
• Agent
• Shares
• Purpose Statement
• Incorporator

California Corporation Name

Choose a name for your California Corporation that has not been taken by another business.

Initial Address

An address that is not a PO Box will be required to file the California Corporation. The complete street address, city, state ad zip code of the CA Corporations initial address.

California Agent

A California Statutory Agent must be appointed on the Articles. They are also known as: agents for service of process, resident/corporate agents.

Your designee must be either an adult resident or a corporation. LLCs cannot represent themselves.

The purpose of designating a registered office and agent is to ensure that notice of a lawsuit reliably reaches an entity. The agent maintains a physical street location where certified mail can be delivered. When documents are accepted, the client is contacted and the documents are forwarded to the client in a timely manner. This is designed to guarantee that all entities are aware of any impending litigation.

Shares

At least one share of stock must be assigned to the California Corporation. You may have multiple classes of stock if you wish.

Purpose Statement

Describe the general nature of the Corporations business transactions.

Incorporator

Signatures of the incorporators will be required. Titles of the incorporator is not necessary.

How to File a California Corporation

Steps in forming a California Corporation:

1. Choose Your Corporation Name: The name must meet the standards of the General Corporation Law of California. It must be reasonably dissimilar to names of other business entities already within the state.
2. File Articles of Incorporation: To form a California Corporation, submit Articles of Incorporation ($100) with the Secretary of State. Plus, $25 for the Initial Statement of Information (within 90 days of filing).
3. Appoint a Registered Agent: All business entities filing with the SOS must appoint a registered agent. This is done on the Articles. This individual or entity is responsible for accepting official mail and notifications on behalf of clients, as well as other official business mail. These documents are accepted and then forwarded to clients in a timely manner.
4. Processing: Average processing time can take as long as 20 business days. There are expedited options available, but no online option.
5. Write Corporate Bylaws: Bylaws are what govern the ownership and administration of your business. This is an internal document only, and is not submitted to any government agency. The Bylaws lay out the initial contributions of shareholders, the amount of stock each shareholder receives, as well as the assignment of the initial directors and officers.
6. File Initial Statement of Information: After the incorporation is complete, an initial SI must be filed within 90 days. There is a $25 fee.
7. Submit Beneficial Ownership Information Report: You must a file a BOI report with the Financial Crimes Enforcement Network after formation, starting January 1, 2024. The BOI report is free to file and must be submitted online.

Additional Resources: 
How to Start a California Corporation
How to Form a California Corporation (paper option)

California Corporation Bylaws

Either during or after you form your California Corporation, you should write your bylaws. Bylaws outline two main elements of the corporation: ownership, and how the company operates. There is no standard set of requirements for bylaws, as each corporation must address its own specific issues.

However, corporate bylaws should, at the least, address the following:

• Initial shareholders and the class of stock they own
• Board of Directors (members, their rights and responsibilities and duties)
• Corporate Officers (President, Vice President, Secretary and Treasurer)
• Ownership percentages (usually based upon initial contribution of each shareholder)
• Rights and responsibilities of shareholders, directors and officers
• Allocation of profits and losses
• Voting rights
• Management structure
• Amendment process
• Conflict of interest
• Time, location and rules for annual shareholder meeting

When Do Corporations File the Statement of Information?

Corporations must file an SI every year. The SI is filed in the same month your Articles were filed. There is a $25 charge that must be paid with the SI.

An SI can be submitted at any other time during the year in order to make a change, such as a change of registered office location. If submitted outside the normal filing period, there is no fee.

Annual Report and Taxes

Corporations submit the SI every year and pay the total $25 fee. There is also an annual Franchise Tax of $800.

The corporate tax rate in California is 8.84%.

Federal Beneficial Ownership Information Report Filing

Starting January 1, 2024, most newly-formed corporations are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) following company formation. On your report, you’ll need to disclose some basic details about your company and those with the most control over your corporation’s profits and operations. Save yourself from the additional paperwork with our $25 BOI report filing service.

Why Hire Corporate Filing Solutions to Form Your California Corporation?

Starting your Corporation in California shouldn’t be a hassle or a time consumer. That’s why we offer Filings Made Easy™ to make starting a Corporation in California super easy.

Hire us and relax while our filing experts form your new California Corporation. Our staff will process orders the same business day as they are received. To make things even easier, we bundle the first year of registered agent service and ensure your California Corporation comes fully equipped and ready to do its job.

Start your Corporation in California and get Registered Agent service for as low as $55 a year.