Start a Corporation in California
To start a corporation in California, you must file Articles of Incorporation with the California Secretary of State. You can file the document by mail or in person. The Articles of Incorporation costs $100 to file. Once processed by the state, this document formally creates your California corporation. You can use our tool to fill out the Official California Corporation Articles of Incorporation. You’ll even be able to download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your Articles of Incorporation, corporate bylaws, IRS filings, and ongoing annual filings to maintain your California corporation. You can use our free system to file with the state yourself or you can have us help you out along the way.
How to Start a Corporation in California
A California corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in California, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the California Secretary of State. You can file the document by mail or in person. The Articles of Incorporation costs $100 to file. Once processed by the state, this document formally creates your California corporation.
Name Your Corporation
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the California SOS business entity database and search until you find the perfect name for your corporation. But you should check out California’s name requirements—listed in CA Corp Code § 201—before you try to file.
What’s the difference between my corporation's name and an assumed business name?
Your corporation’s official name is the one you write on the Articles of Incorporation. If your corporation does business under another name, that name is an assumed business name (also called a fictitious name or DBA).
In California, to use an assumed business name, you must file a fictitious business name statement with the Registrar-Recorder/County Clerk’s office in the county where your business is located.
Considering using an assumed business name? Learn how to get a fictitious name in California.
Do I need to renew my California DBA?
Yes. California DBAs expire after 5 years and must be renewed by repeating the registration process—all forms and fees remain the same.
Additionally, refiling is required if any of the information in your fictitious business name statement becomes inaccurate. For example, if your business address or number of owners changes, you must refile to update this information. As with renewal filings, re-filings for updates follow the same process and require the same fees as registration.
Designate a Registered Agent
Per CA Corp Code § 1502, every California corporation must appoint a registered agent (also called an “agent for service of process”). You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
What does a registered agent do?
At minimum, your California registered agent will be the main point of contact between the state of California and your business. Your agent (in California, registered agents are sometimes referred to as “agents of process” or “statutory agents”) accepts all services of process on behalf of your your California LLC, California corporation or California nonprofit. Upon receipt of any notifications or lawsuits, the agent is then responsible for notifying you, the business owner.
However, the right registered agent service can do much more. At Northwest, we go above and beyond the minimum to ensure top speed, security, privacy and support.
Can I be my own registered agent in California?
Yes, you can be your own registered agent in California. With that said, however, after considering the registered agent requirements most business owners elect to hire a registered agent service instead. Why? Well although being your own registered agent will cost you $0, a California registered agent’s name and address becomes part of the public record. Additionally, the registered agent is required to be available to accept service of process during normal business hours 5 days a week.
Can I change my registered agent after I start my corporation?
Already have a registered agent but want to switch? It’s a simple filing with the secretary of state, which we explain in detail in our guide on how to change registered agents in California.
Submit Articles of Incorporation
Learn more about each Articles of Incorporation requirement below.
Note that the information you provide becomes part of the public record—permanently.
You’ll need to include the following information on your Articles of Incorporation:
- Corporation Name. The name of your corporation must be distinguishable from any other existing corporate name registered in California and cannot contain any words or phrases likely to mislead the public about the nature of your business. The names of close corporations must include a business entity identifier, such as “corporation,” “incorporated,” or “limited,” or an abbreviation of one of those words. If you form a professional corporation, you must follow the naming rules set forth by the agency in charge of regulating your field within the state.
- Business Address. This street address will become part of the permanent record of your California corporation. (A different mailing address can also be included.) Hire Northwest as your registered agent and you can maintain address privacy by using our California address as your business address.
- Agent for Service of Process. Your California registered agent (called an “agent for service of process” in California) can be an individual California resident or a registered corporate agent such as Northwest. If you appoint an individual as your agent, you’ll need to include their name, as well as the street address where they’ll be available during regular business hours to accept legal notices on behalf of your business. If you appoint a corporate agent, you’ll just need to include the business name. No need to list the address—it’s already on file with the state of California. Hire Northwest, and we’ll be your agent.
- Shares. Enter the number of shares the corporation is authorized to issue. (Aka: how many shares are you initially creating?) You must create at least one share. You’ll distribute some or all of these shares later on at your organizational meeting. Want to have different classes or series of shares? You won’t be able to use the standard Articles of Incorporation form; you’ll have to draft your own articles instead.
- Purpose Statement. Though a purpose statement is required, California has taken the liberty of writing the statement for you, and it cannot be altered. So, you can skip this step. (On the online form, the purpose statement appears in the first section, along with your corporation name.)
- File Date. On the online form, you have the option of choosing to have your articles filed immediately or on a future date (up to 90 days in the future). Most businesses will want to start right away, but one common reason for delaying the process is if you’re close to the next tax year.
- Incorporator Signature. Someone has to sign your Articles of Incorporation, and that person is your incorporator. Your incorporator doesn’t have to be a director, officer or anyone in the corporation—just someone you authorize to sign the form. On the online form, you’ll need to include an email address as well. When you hire Northwest, we’ll be your incorporator.
How can I keep my personal information off the public record?
It’s a fact that all the information provided in the Articles of Incorporation will become part of the public record. When your personal information is accessible by anyone, it opens your business up to hassles like junk mail.
To keep your information off the public record, you can hire a registered agent company—like us. We’ll list our address on this form so you don’t have to. Your personal addresses will stay off the public record and away from prying eyes.
How can I submit the California Articles of Incorporation?
You can file California articles online, by mail, or in person. Mailed filings must be submitted to the following address:
Secretary of State
Business Entities Filings Unit
PO Box 944260
Sacramento, CA 94244-2600
Start Your California Corporation Today!
Get Started
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Learn How to Get an EIN Number.
Why does my California corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
There are a couple options when it comes to getting an EIN for your corporation. You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. Can’t bear to fill out yet another application? Hire Northwest and we’ll get your EIN for you!
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on California Corporate Bylaws (including a free Corporate Bylaws template), see our California Corporate Bylaws resource.
Do I need bylaws for my California corporation?
There is not a specific state statute that says a California corporation must have bylaws. An exception to this can be found in CA Corp Code § 212, which says that if the number of directors is not stated in the articles of incorporation, then that information needs to be included in bylaws.
However, bylaws shouldn’t be ignored just because the law generally allows it. Corporate bylaws are one of your most important internal documents. Without bylaws, the operating rules of your corporation will default to whatever the state statutes declare. Do you really want the ins and outs of your corporation to be dictated by the state? (Hint: no, you don’t.)
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
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Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
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Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
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Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
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Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
California bylaws can also make other provisions and go into more detail on the above topics, assuming additions are in accordance with state law. For example, CA Corp Code § 212 states that California bylaws can determine the qualifications, duties, and compensation of directors.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your California corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for California organizational meetings?
If shareholder voting will take place at a meeting, written notice of the meeting must be given at least 10—but not more than 60—days prior to the meeting. The meeting doesn’t have to be held in California, unless the bylaws say otherwise.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my California corporation?
To open a corporate bank account in California, you’ll need to bring the following with you to the bank:
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A copy of the California corporation’s Articles of Incorporation
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The corporation’s bylaws
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The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File California Reports & Taxes
In California, corporations file a statement of information each year. The state also has a franchise tax, which both S corporations and C corporations are responsible for paying.
What is the California Statement of Information?
The California Statement of Information is an annual report that updates the state on your corporation’s ownership and contact information.
How much is the California Statement of Information?
The California Statement of Information filing fee is $20, plus a $5 disclosure fee ($25 total). If you file late, you receive a 60-day grace period before you’re hit with a $250 late fee.
When is the California Statement of Information due?
Your initial statement of information is due within 90 days of your corporation’s formation. When you hire Northwest Registered Agent to form your corporation, we will file your initial statement of information for you!
In subsequent years, the statement is due by the last day of your anniversary month (the month your corporation formed).
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about California taxes?
Regardless of whether your corporation is taxed as an S corp or C corp, plan on paying at least $800 a year in entity-level taxes.
S corps in California are responsible for paying the state’s franchise tax, which is essentially a tax for the privilege of doing business in the state. The franchise tax rate for S corps is 1.5%, with a minimum payment of $800. The tax return and payment are due by the 15th day of the 3rd month after the close of your corporation’s taxable year. (For example, if your corporation’s tax year ends in February, your tax return would be due by April 15.)
C corps are also responsible for paying the state’s franchise tax (alternatively referred to as corporate income tax). The minimum tax owed is still $800, though the rate is significantly higher than for S corps—8.84%. The tax return and payment are due by the 15th day of the 4th month after the close of your corporation’s taxable year. (For example, if your corporation’s tax year ends in February, your tax return would be due by May 15.)
An exemption to the franchise tax occurs if your corporation’s tax year is 15 days or less, and if no business was conducted during that time.
California corporations should also be aware of the state’s sales tax, which is 6%. City, county and specialty sales taxes can be tacked on as well. The highest sales tax rate in the state can be found in Santa Fe Springs, at 10.5%, though the state’s average is 8.258%.
Do corporations have to register with the California Franchise Tax Board?
Yes. All businesses are required to file returns with the Franchise Tax Board. You can register by creating an account with MyFTB.
Ready to Start a Corporation in California?
