Corporate Filing Tips

Many documents cannot be filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. The following filing tips are designed to help you meet the minimum filing requirements of the California Corporations Code. They are not intended to provide legal or business advice. If you have specific legal questions or concerns, please consult a private attorney.

Note: The filing tips on this webpage address the issues which most frequently cause the Secretary of State to return a proposed document. These filing tips do not address all requirements. Please refer to the applicable document sample or form, available on our Forms, Samples and Fees webpage, for complete filing instructions, fees and any additional requirements.

Name Availability

For general information about name availability and name style requirements relating to corporations, please refer to our Name Availability webpage.

Forms

Copies

  • For documents with a filing fee of $25.00 or more: Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5.00 certification fee at the time of submission. To get additional copies, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
  • For documents with no filing fee or a filing fee that is less than $25.00: To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted for filing. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
  • For information about ordering copies after a document has been filed, go to Information Requests.

Filing Options

The completed form/document, along with the applicable filing fee, can be delivered to our Sacramento office: (1) by mail; (2) dropped off at our public counter along with a separate non–refundable $15 special handling fee; or (3) dropped off at our public counter using our preclearance and/or expedited filing services. The preclearance and/or expedited filing of the document within a guaranteed time frame can be requested for a specified non–refundable fee (instead of the special handling fee). See Service Options to determine which service will meet your needs. Check(s) or money orders should be made payable to the Secretary of State.


Articles of Incorporation – California Stock Corporations

To form a general stock, close or professional corporation in California, you must file Articles of Incorporation with the California Secretary of State. You can either compose your own document or use Form ARTS–GS [to form a general stock corporation], Form ARTS–CL [to form a close corporation] or Form ARTS–PC [to form a professional corporation]. While the forms meet the minimum statutory requirements, you should consult with a private attorney for advice about your specific business needs and whether additional article provisions for the California (domestic) stock corporation are needed.

Legal Authority

General filing requirements are found in the California Corporations Code sections listed below. Other California and federal statutes may apply to a particular filing.

  • For general stock corporations: California Corporations Code sections 200–202 et seq.;
  • For close corporations: California Corporations Code sections 158 and 200–202 et seq.; and
  • For professional corporations: California Corporations Code sections 200–202 et seq. and 13400 et seq. (See Section 13401.5 for a list of professions authorized for incorporation in California.)

Complete the Articles of Incorporation (Form ARTS–GS, ARTS–CL or ARTS–PC) as follows:

  • Item 1 [Corporate Name]: List the proposed corporate name. See Name Availabilityfor a complete list of name regulations, requirements and restrictions in California.
    • For close corporations only: The proposed name must include the word "corporation," "incorporated" or "limited" or an abbreviation of one of those words.
    • For professional corporations only: The proposed name must meet the name–style requirements of the law governing the profession for which the professional corporation is engaged. For more information, please contact the California state board or agency that controls your profession.
    Note: The legal name of the corporation in the State of California will be whatever you list in the Articles of Incorporation after the words "The name of the corporation is".

    Also, if you choose to compose your own document rather than using our form and you include the name of the corporation in a document title, the name of the corporation in the title must exactly match the name listed in the articles (typically Article I). If the name does not match, the Articles of Incorporation will be returned to you, unfiled. However, in order to avoid name conflicts between the title and the articles it is recommended that the name of the corporation not be included in the title of the document.
  • Item 2 [Corporate Purpose]: The statement of the corporate purpose is required. If you are using Form ARTS–PC, list the profession under which the corporation is engaged.
  • Item 3 [Service of Process]:
    • Item 3a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who resides in California or (2) an active corporation in California that has filed a certificate pursuant to California Corporations Code section 1505. (California Corporations Code section 1502(b).)
    • Item 3b: If the agent for service of process listed in Item 3a is a person (not a corporation), list the agent’s street address in California. Do not list a P.O. Box address. (California Corporations Code section 1502(b).) Do not complete Item 3b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file.
    An "agent for service of process" is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: A corporation cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the corporation prior to designation.
  • Item 4 [Corporate Addresses]:
    • Item 4a: List the street address of the corporation. Do not use a P.O. Box address.
    • Item 4b: If different from Item 4a, list the mailing address of the corporation.
  • Item 5 [Shares]: List the number of shares the corporation is authorized to issue. Do not list zero (0).
  • Item 6 [Shareholders]: For close corporation only: List the number of shareholders the close corporation is authorized to have. The number of shareholders must not exceed 35. Do not list zero (0).
  • The Articles of Incorporation must be signed by each incorporator.

Filing Fee

The fee for filing Articles of Incorporation is $100. (California Government Code section 12186.)

Statement of Information

A Statement of Information (Form SI-550) must be filed with the California Secretary of State within 90 days after filing the Articles of Incorporation and each year thereafter during the applicable filing period. The applicable filing period is the calendar month in which the Articles of Incorporation were filed and the immediately preceding five calendar months. (California Corporations Code section 1502.)

Minimum Tax Requirement:

Most corporations must pay a minimum tax of $800 to the California Franchise Tax Board each year. (California Revenue and Taxation Code section 23153.) For more information, please refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) (PDF).

Additional Resources

For a list of other agencies you may need to contact to ensure proper compliance, go to Business Resources. Note: The California Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation.

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Articles of Incorporation – California Nonprofit Corporations

California nonprofit, nonstock corporations organized for religious, charitable, social, educational, recreational or similar purposes are formed pursuant to the Nonprofit Corporation Law, commencing with California Corporations Code section 5000.

Primary Types of Nonprofit Corporations

  • Religious Corporations: A corporation organized to operate a church or to be otherwise structured for primarily or exclusively religious purposes is a nonprofit Religious corporation. To form the nonprofit Religious corporation in California, you must file Articles of Incorporation with the California Secretary of State. You can either compose your own document or use Form ARTS–RE.
  • Public Benefit Corporations:
    • A corporation organized primarily or exclusively for charitable purposes and which plans to obtain state tax exempt status under California Revenue and Taxation Code section 23701d and/or federal tax exempt status under Internal Revenue Code section 501(c)(3) is a nonprofit Public Benefit corporation. To form the nonprofit Public Benefit corporation in California, you must file Articles of Incorporation with the California Secretary of State. You can either compose your own document or use Form ARTS–PB-501(c)(3).
    • A corporation organized to act as a civic league or a social welfare organization and which plans to obtain state tax exempt status under California Revenue and Taxation Code section 23701f and/or federal tax exempt status under Internal Revenue Code section 501(c)(4) is a nonprofit Public Benefit corporation. To form the nonprofit Public Benefit corporation in California, you must compose and file Articles of Incorporation with the California Secretary of State.
  • Mutual Benefit Corporations: A corporation organized for other than religious, charitable, civic league or social welfare purposes and planning to obtain tax exempt status under provisions other than California Revenue and Taxation Code sections 23701d and 23701f, Internal Revenue Code section 501(c)(4), or not planning to be tax exempt at all, is a nonprofit Mutual Benefit corporation. To form the nonprofit Mutual Benefit corporation in California, you must file Articles of Incorporation with the California Secretary of State. You can either compose your own document or use Form ARTS–MU.

While the forms listed above meet the minimum statutory requirements, you should consult with a private attorney for advice about your specific business needs and whether additional article provisions for the California (domestic) nonprofit corporation are needed.

Legal Authority:

General filing requirements are found in the California Corporations Code sections listed below. Other California and federal statutes may apply to a particular filing.

  • For nonprofit mutual benefit corporations: California Corporations Code sections 7120–7122.3 et seq.;
  • For nonprofit public benefit corporations: California Corporations Code sections 5120–5122 et seq.; and
  • For nonprofit religious corporations: California Corporations Code sections 9120–9122 et seq.

Complete the Articles of Incorporation (Form ARTS–MU, ARTS–PB–501(c)(3) or ARTS–RE) as follows:

  • Item 1 [Corporate Name]: List the proposed corporate name. See Name Availability for a complete list of name regulations, requirements and restrictions in California.

    Note: The legal name of the corporation in the State of California will be whatever you list in the Articles of Incorporation after the words "The name of the corporation is".

    Also, if you choose to compose your own document rather than using our form and you include the name of the corporation in a document title, the name of the corporation in the title must exactly match the name listed in the articles (typically Article I). If the name does not match, the Articles of Incorporation will be returned to you, unfiled. However, in order to avoid name conflicts between the title and the articles it is recommended that the name of the corporation not be included in the title of the document.
  • Item 2 [Corporate Purpose]: The statement of the corporate purpose is required. If you are using Form ARTS–PB–501(c)(3):
    • Item 2a: Check the applicable box to indicate whether you are organizing for "public" purposes, or "charitable" purposes. Check both boxes if you are organizing for both "public" and "charitable" purposes.
    • Item 2b: If you are organizing for "public" purposes, you must list the specific purpose of your corporation. Note: If you intend to apply for tax exempt status in California, you should list the specific purpose of your corporation if you are organizing for "public" purposes, "charitable" purposes, or both "public" and "charitable" purposes.
  • Item 3 [Service of Process]:
    • Item 3a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who resides in California or (2) an active corporation in California that has filed a certificate pursuant to California Corporations Code section 1505. (California Corporations Code section 6210(b), 8210(b) or 9660.)
    • Item 3b: If the agent for service of process listed in Item 3a is a person (not a corporation), list the agent’s street address in California. Do not list a P.O. Box address. Do not complete Item 3b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file. (California Corporations Code section 6210(b), 8210(b) or 9660.)
    An "agent for service of process" is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: A corporation cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the corporation prior to designation.
  • Item 4 [Corporate Addresses]:
    • Item 4a: List the street address of the corporation. Do not use a P.O. Box address.
    • Item 4b: If different from Item 4a, list the mailing address of the corporation.
  • Item 5 [Additional Statements]: These statements may be needed if you intend to apply for tax exempt status in California.
  • The Articles of Incorporation must be signed by each incorporator.

Filing Fee

The fee for filing Articles of Incorporation is $30. (California Government Code section 12186.)

Statement of Information

A Statement of Information (Form SI–100) must be filed with the California Secretary of State within 90 days after filing the Articles of Incorporation and every other year thereafter during the applicable filing period. The applicable filing period is the calendar month in which the Articles of Incorporation were filed and the immediately preceding five calendar months. (California Corporations Code section 6210, 8210 or 9660.)

Minimum Tax Requirement

Most corporations must pay a minimum tax of $800 to the California Franchise Tax Board each year. (California Revenue and Taxation Code section 23153.) Note: California nonprofit corporations are not automatically exempt from paying California franchise tax or income tax each year. A separate application is required in order to obtain tax exempt status. For more information, go to the California Franchise Tax Board's Charities and Nonprofits (Exempt Organizations) webpage.

Additional Resources

For a list of other agencies you may need to contact to ensure proper compliance, go to Business Resources. Note: The California Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation.

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Articles of Incorporation – California Common Interest Development Associations

To form a nonprofit mutual benefit common interest development association, you must file Articles of Incorporation with the California Secretary of State. You either can compose your own document or use Form ARTS–CID. While the form meets the minimum statutory requirements, you should consult with a private attorney for advice about your specific business needs and whether additional provisions are needed.

Legal Authority

General filing requirements are found in the California Corporations Code and California Civil Code sections listed below. Other California and federal statutes may apply to a particular filing.

  • California Corporations Code sections 7110-7122.3 et seq.;
  • For associations formed under the Davis-Stirling Common Interest Development Act commencing with California Civil Code section 4000: California Civil Code section 4280; and
  • For associations formed under the Commercial and Industrial Common Interest Development Act commencing with California Civil Code section 6500: California Civil Code section 6622.

Complete the Articles of Incorporation (Form ARTS–CID) as follows:

  • Item 1 [Corporate Name]: List the proposed corporate name. See Name Availability for a list of name regulations, requirements and restrictions in California.

    Note: The legal name of the corporation in the State of California will be whatever you list in the Articles of Incorporation after the words "The name of the corporation is".

    Also, if you choose to compose your own document rather than using our form and you include the name of the corporation in a document title, the name of the corporation in the title must exactly match the name listed in the articles (typically Article I). If the name does not match, the Articles of Incorporation will be returned to you, unfiled. However, in order to avoid name conflicts between the title and the articles it is recommended that the name of the corporation not be included in the title of the document.
  • Item 2 [Corporate Purpose]: The statement of the corporate purpose is required. If you are using Form ARTS-CID, check the applicable box to indicate whether the corporation is an association formed to manage a common interest development under the Davis-Stirling Common Interest Development Act (California Civil Code section 4000 et seq.) or the Commercial and Industrial Common Interest Development Act (California Civil Code section 6500 et seq.). Only one box may be selected.
  • Item 3 [Service of Process]:
    • Item 3a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who resides in California or (2) an active corporation in California that has filed a certificate pursuant to California Corporations Code section 1505. (California Corporations Code section 8210(b).)
    • Item 3b: If the agent for service of process listed in Item 3a is a person (not a corporation), list the agent’s street address in California. Do not list a P.O. Box address. Do not complete Item 3b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file. (California Corporations Code section 8210(b).)
    An "agent for service of process" is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: A corporation cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the corporation prior to designation.
  • Item 4 [Corporate Addresses]:
    • Item 4a: List the street address of the corporation. Do not use a P.O. Box address.
    • Item 4b: If different from Item 4a, list the mailing address of the corporation.
    • Item 4c: List the business or corporate office of the common interest development, if any.
    • Item 4d: If the office for the common interest development is at an address other than the common interest development, list the front street and the nearest cross street for the physical location of the common interest development.
  • Item 5 [Managing Agent]: If any, list the name and address of the association's managing agent.
  • Item 6 [Additional Statements]: These statements may be needed if you intend to apply for tax exemption in California.
  • The Articles of Incorporation must be signed by each incorporator.

Filing Fee

The fee for filing Articles of Incorporation is $30. (California Government Code section 12186.)

Statement of Information and Statement by Common Interest Development Association

A Statement of Information (Form SI-100) and a Statement by Common Interest Development Association (Form SI-CID) are required to be filed with the California Secretary of State within 90 days after filing the initial Articles of Incorporation and every other year thereafter during the applicable filing period. The applicable filing period is the calendar month during which the initial Articles of Incorporation were filed and the immediately preceding five calendar months. (California Corporations Code section 8210; and California Civil Code sections 5405 and 6760.) Note: Form SI-CID must be submitted together with Form SI-100 at the time of filing with the California Secretary of State.

Minimum Tax Requirement

Most corporations must pay a minimum tax of $800 to the California Franchise Tax Board each year. (California Revenue and Taxation Code section 23153.) Note: Nonprofit corporations are not automatically exempt from paying California franchise tax or income tax each year. For information about tax requirements and/or applying for tax-exempt status in California, go to the California Franchise Tax Board's Charities and Nonprofits (Exempt Organizations) webpage.

Additional Resources

For a list of other agencies you may need to contact to ensure proper compliance, go to Business Resources. Note: The California Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation..

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Amendments/Restatements – Domestic Stock Corporations

  • The name of the corporation, as stated on the Certificate of Amendment or Restated Articles of Incorporation, must match exactly the name of the corporation as it appears on our records. Punctuation should match also.
  • The amendment or restatement must be set forth in an Officers’ Certificate. If a corporation chooses a form of Officers’ Certificate whereby the provisions of an amendment or amended and restated articles are contained in an attachment or exhibit, the Officers’ Certificate must include language that the attachment or exhibit is "incorporated by reference as if fully set forth" in the officers’ certificate. (California Corporations Code sections 905 and 910.)
  • The certificate must be signed and verified by two appropriate corporate officers. (California Corporations Code sections 173, 193, 905, 907 and 910.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification must be dated the actual date it is signed. The verification cannot be postdated. (California Corporations Code section 193.)
  • The certificate must be signed and verified by the appropriate individual(s), not by the corporation. (California Corporations Code sections 193.) Any indication of the corporation on, above or near the signature line, other than the title(s) of the designated individual(s) signing the certificate, must be omitted.
  • The Officers’ Certificate must set forth the number of outstanding shares of each class and series entitled to vote and specify for each the percentage vote required by California Corporations Code sections 902 and 903 for passage of the amendment, as well as any additional vote required by protective provisions in the prior articles.(California Corporations Code section 905(c).)
  • The corporation has only one initial agent for service of process whose information is contained in the initial Articles of Incorporation. The name and/or address of the initial agent for service of process cannot be changed by way of amendment, except to correct an error in the statement. (California Corporations Code section 900(b).) To change the agent for service of process, the corporation must file the statement required by California Corporations Code section 1502. After filing the statement required by section 1502, the agent for service of process provision must be omitted from restatements of the corporation’s articles. (California Corporations Code sections 1502 and 910(a).)
  • If a corporation is authorized to issue more than one class of shares, or if any class of shares has two or more series, California Corporations Code section 202(e) requires the articles to designate: (a) the total number of shares of each class; (b) the total number of shares for each series; (c) the designation of each class or series; and (d) the rights, preferences, privileges, and restrictions of the respective classes or series. The articles may also delegate to the board of directors the power to designate: (a) the number of shares in a series; (b) the designation of a series; and (c) the rights, preferences, privileges, and restrictions of any unissued class or series of shares.
  • There is no legal authority for the Articles of Incorporation to grant greater authority or special powers over Board decisions to one or more specific directors. As an alternative to a majority vote or special powers delegated to certain directors, approval of a supermajority (up to 100%) of directors may be inserted as a provision in the articles for most corporate actions under California Corporations Code section 204(a)(5). Also, to ensure that a particular class or series of shareholders are represented, a requirement can be added for approval of the particular class or series of shareholders as provided in California Corporations Code section 204(a)(9).
  • A corporation may provide in its Articles of Incorporation for one or more classes or series of shares to be redeemable in whole or in part upon the vote of at least a majority of the outstanding shares of the class or series to be redeemed. (California Corporations Code section 402(a).)
  • If a corporation does not redeem all the shares of a class or series at the same time, the articles must state for the partial redemption " the method of selecting the shares to be redeemed, which may be pro rata, by lot, at the discretion of, or in a manner approved by, the board or upon such terms as are specified in the articles." (California Corporations Code section 402(b).)
  • California Corporations Code section 407 provides three options for dealing with fractional shares when a corporation chooses not to issue them: (a) pay the fair value in cash; (b) issue scrip or warrants; or (c) arrange for the disposition of the fractional shares through a broker or agent to allow holders of fractional shares to buy or sell their fractional shares to bring their holdings to a whole number. If the corporation chooses to pay in cash for the fractions of a share, the reference in the articles should be to "fair value," rather than "conversion price" or some other stated price since the stated price of the preferred share may not be "fair value" for the fractional share of common stock to which the shareholder is entitled at the time of conversion. (California Corporations Code section 407.)

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Certificates of Determination – California Stock Corporations

  • The name of the corporation, as stated on the Certificate of Determination, must match exactly the name of the corporation as it appears on our records, including punctuation.
  • The rights, preferences, privileges, and restrictions of shares with terms fixed by the board of directors must be set forth in an Officers’ Certificate prior to the issuance of those shares. (California Corporations Code sections 173, 193 and 401.)
  • If a corporation chooses a form of Officers’ Certificate whereby the rights, preferences, privileges, and restrictions of shares with terms fixed by the board of directors are contained in an attachment or exhibit, the Officers’ Certificate must include language that the attachment or exhibit is "incorporated by reference as if fully set forth" in the officers’ certificate. (California Corporations Code sections 193 and 401.)
  • The contents of the certificate must be verified under penalty of perjury, dated and be of the personal knowledge of the officers signing the certificate. (California Corporations Code sections 173 and 193.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification must be dated the actual date it is signed and must be submitted to the Secretary of State for filing close in time to the date it is signed. The verification cannot be postdated. (California Corporations Code section 193.)
  • The certificate must be signed and verified by the appropriate officers, not by the corporation. (California Corporations Code sections 173 and 193.) Any indication of the corporation on, above or near the signature line, other than the titles of the officer(s) signing the certificate, must be omitted.
  • Although California Corporations Code section 401 allows the board of directors by way of resolution to designate and set forth the rights, preferences, privileges, and restrictions, this action by the board must be first authorized in its articles. (California Corporations Code sections 202(e) and 401(a).) If the corporation has not provided such authorization in its articles, the designation, number, rights, preferences, privileges and restrictions must be set forth in an amendment to the articles, rather than a Certificate of Determination setting forth a board resolution. (See California Corporations Code sections 202(e) and 401(a).)
  • California Corporations Code section 401(a) requires the Officers’ Certificate to set forth separately: (1) a copy of the resolution; (2) the number of shares of the class or series; and (3) that none of the shares of the class or series have been issued.
  • Any increase or decrease in the number of shares in a series by way of resolution after any Certificate of Determination has been filed, and if authorized in the articles, must meet the requirements of California Corporations Code section 401(c), and set forth separately: 1) a copy of the resolution; 2) the number of shares of the series then outstanding; and 3) the increase or decrease in the number of shares constituting the series.

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Certificates of Election/Dissolution – California Stock Corporations

  • The name of the corporation, as stated on the dissolution document(s), must match exactly the name of the corporation as it appears on our records, including punctuation.
  • If the election to wind up and dissolve was made by a vote of all of the issued and outstanding shares, dissolution of a California stock corporation may be accomplished by filing a single document. The document, entitled Certificate of Dissolution, must include the statement: "The election to wind up and dissolve was made by a vote of all of the shares." (California Corporations Code sections 1901(c) and 1905(a)(5).)
  • If the election to dissolve was made by less than 100% shareholder approval, or if no shares are outstanding, both a Certificate of Election to Wind Up and Dissolve and a Certificate of Dissolution must be filed. (California Corporations Code sections 1901 and 1905.)
  • The Certificate of Election to Wind Up and Dissolve and/or the Certificate of Dissolution must be properly verified under penalty of perjury and include the actual date of signing. (California Corporations Code sections 173, 193, 1901 and 1905.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification cannot be postdated. (California Corporations Code section 193.)
  • The certificate(s) must be signed and verified by the appropriate individual(s), not by the corporation. (California Corporations Code section 193.) Any indication of the corporation on, above or near the signature line, other than the title(s) of the designated individual(s) signing the certificate(s), must be omitted.
  • The Certificate of Dissolution must be signed and verified by a majority of directors (or the sole director, if there is only one). (California Corporations Code sections 193 and 1905(a).)
  • The Certificate of Dissolution must include a statement concerning the disposition of the corporation’s known debts and liabilities. The certificate must state that the known debts and liabilities have been paid, or that the corporation never incurred any known debts or liabilities, or that the known debts and liabilities have been adequately provided for. If there are known debts and liabilities for which adequate provision has been made, the certificate must set forth what provision has been made, including the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made, or any other information necessary to enable the creditor to claim payment of the debt or liability. (California Corporations Code section 1905(a)(2).)
  • The Certificate of Dissolution must include the statement: "The corporation is dissolved." (California Corporations Code section 1905(a)(4).)
  • The Certificate of Dissolution must include a statement concerning the distribution of the corporation’s assets. The certificate must state that the known assets have been distributed to the persons entitled thereto, or that the corporation never acquired any known assets, as applicable. (California Corporations Code sections 1905(a)(3).)

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Certificates of Election/Dissolution – California Nonprofit Corporations

  • The name of the corporation, as stated on the dissolution document(s), must match exactly the name of the corporation as it appears on our records, including punctuation.
  • If the election to wind up and dissolve was made by a vote of all of the members of a corporation with members or by all members of the board of directors of a corporation without members, dissolution of a California nonprofit corporation may be accomplished by filing a single document. The document, entitled Certificate of Dissolution, must include the statement: "The election to dissolve was made by a vote of all the members of the corporation." or the statement: "The corporation has no members; the election was made by all the directors of the corporation." (California Corporations Code sections 6611(c) and 8611(c).)
  • If the election to dissolve was made by less than 100% approval of the members or less than 100% approval of the board of directors for a corporation with no members, both a Certificate of Election to Wind Up and Dissolve and a Certificate of Dissolution must be filed. (California Corporations Code sections 6611, 6615, 8611 and 8615.)
  • The Certificate of Election to Wind Up and Dissolve and/or the Certificate of Dissolution must be properly verified under penalty of perjury and include the actual date of signing. (California Corporations Code sections 5062, 5076, 6611, 6615, 8611 and 8615.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification cannot be postdated. (California Corporations Code section 5076.)
  • The certificate(s) must be signed and verified by the appropriate individuals, not by the corporation. (California Corporations Code section 5076.) Any indication of the corporation on, above or near the signature line, other than the title(s) of the designated individual(s) signing the certificate(s), must be omitted.
  • The Certificate of Dissolution must be signed and verified by a majority of directors (or the sole director, if there is only one). (California Corporations Code sections 5076, 6615(a) and 8615(a).)
  • The Certificate of Dissolution must include a statement concerning the disposition of the corporation’s known debts and liabilities. The certificate must state that the known debts and liabilities have been paid, or that the corporation never incurred any known debts or liabilities, or that the known debts and liabilities have been adequately provided for. If there are known debts and liabilities for which adequate provision has been made, the certificate must set forth what provision has been made, including the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made, or any other information necessary to enable the creditor to claim payment of the debt or liability. (California Corporations Code sections 6615(a)(2) and 8615(a)(2).)
  • The Certificate of Dissolution must include the statement: "The corporation is dissolved." (California Corporations Code sections 6615(a)(3) and 8615(a)(4).)
  • If the dissolving corporation is a mutual benefit corporation, the Certificate of Dissolution must include a statement concerning the distribution of the corporation’s assets. The certificate must state that the known assets have been distributed to the persons entitled thereto, or that the corporation never acquired any known assets, as applicable. (California Corporations Code section 8615(a)(3).)
  • If the dissolving corporation is a public benefit or religious corporation, the Certificate of Dissolution must be accompanied by a letter from the Attorney General that either waives objections to the distribution of the corporation’s assets pursuant to California Corporations Code section 6716(c) or confirms that the corporation has no assets. (California Corporations Code sections 6615(b) and 9680(a).) Information regarding the required letter can be obtained by calling the Office of the Attorney General – Registrar of Charitable Trusts at (916) 445–2021 or can be downloaded from the Attorney General’s website under Charities at oag.ca.gov/charities. A written request for the required letter can be mailed to the Office of the Attorney General – Registrar of Charitable Trusts at P.O. Box 903447, Sacramento, California 94203–4470.

    Note: A public benefit or religious corporation does not need the letter from the California Attorney General’s office if the corporation (1) is a committee, as defined by California Government Code section 82013; (2) has filed any statement pursuant to the California Government Code, commencing with Section 84200; and (3) is exempt from the supervisory authority of the Attorney General pursuant to California Government Code sections 12581 and 12583. If the corporation is a committee, as described above, the Certificate of Dissolution must include a statement that confirms the corporation meets each of those requirements.

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Statement and Designation by Foreign Corporation — Foreign Corporations

To qualify a foreign corporation to transact intrastate business in California, the corporation must file a Statement and Designation by Foreign Corporation. California Corporations Code section 191 defines "transacting intrastate business" as "entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce."

Legal Authority

General filing requirements are found in the California Corporations Code sections listed below. Other California and federal statutes may apply to a particular filing.

  • For foreign general stock or nonprofit corporations (use Form S&DC-S/N): California Corporations Code section 2105;
  • For foreign professional (law or accountancy) corporations (use Form S&DC-PC): California Corporations Code sections 2105 and 13404.5; and
  • For foreign insurer corporations (use Form S&DC-INS): California Corporations Code sections 2105 and 2106.5.

Additional Requirements

  • For all foreign corporations: A Certificate of Good Standing, issued within the last six months by the agency in the state or country where the foreign corporation was formed originally, must be attached to the Statement and Designation by Foreign Corporation form at the time of filing. Note: If the corporation is a nonprofit, the certificate of good standing also must indicate the corporation is a nonprofit or nonstock corporation; and
  • For foreign insurer corporations: A certificate by the California Insurance Commissioner approving the corporate name must be attached to the Statement and Designation by Foreign Corporation form.

Complete the Statement and Designation by Foreign Corporation form as follows:

  • Item 1: Corporate Name: List the exact name of the corporation, as it appears in the certificate of good standing. Note: If the name of the corporation is not available for use in the State of California, the corporation must qualify under an assumed name. E.g., "[list the exact name] which will do business in California as [list the proposed assumed name].

    For more information about using a business name in California, go to Name Availability.
  • Item 2: Corporate History: List the state or foreign country where the corporation was formed.
  • Item 3: Service of Process:

    • Item 3a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who resides in California or (2) an active corporation in California that has filed a certificate pursuant to California Corporations Code section 1505. (California Corporations Code section 2117(b).)
    • Item 3b: If the agent for service of process listed in Item 3a is a person (not a corporation), list the agent's business or residential street address in California. Do not use a P.O. Box address. Do not complete Item 3b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file. (California Corporations Code section 2117(b).)
    An "agent for service of process" is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: A corporation cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the foreign corporation prior to designation.
  • Item 4: Corporate Addresses:
    • Item 4a: List the street address of the foreign corporation's principal executive office. Do not use a P.O. Box address.
    • Item 4b: If any, list the address of the foreign corporation's principal office in California.
    • Item 4c: If different from Items 4a or 4b, list the mailing address of the foreign corporation's principal executive office.
  • Item 5: Professional Statement [if using Form S&DC-PC]: Check the applicable box to indicate if the foreign corporation engages in the profession of "law" or "accountancy." Only one box may be checked. Note: If the foreign corporation does not engage in either of those professions, you may not use Form S&DC-PC, and must use Form S&DC-S/N to qualify the foreign corporation.
  • Item 5: Insurer Statement [if using Form S&DC-INS]: This statement is required and should not be altered. Note: If the foreign corporation is not an insurer, you may not use Form S&DC-INS, and must use Form S&DC-S/N to qualify the foreign corporation.
  • The Statement and Designation by Foreign Corporation form must be signed by an officer of the foreign corporation.

Filing Fee

The fee for filing the Statement and Designation by Foreign Corporation form is $100 [for stock, professional and insurer corporations] and $30 [for nonprofit/nonstock corporations]. (California Government Code section 12186.)

Certificate of Qualification

Upon filing the Statement and Designation by Foreign Corporation, the California Secretary of State will issue a Certificate of Qualification to the foreign corporation. Note: The Certificate of Qualification is only issued at the time of registration and will not be reissued if lost or misplaced.

Statement of Information

A Statement of Information (Form SI–550) must be filed with the California Secretary of State within 90 days after filing the Statement and Designation by Foreign Corporation form and each year thereafter during the applicable filing period. The applicable filing period is the calendar month in which the Statement and Designation by Foreign Corporation form was filed and the immediately preceding five calendar months. (California Corporations Code section 2117.)

Minimum Tax Requirement

Most foreign corporations transacting business in California must pay a minimum tax of $800 to the California Franchise Tax Board each year. (California Revenue and Taxation Code section 23153.) For more information, please refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) (pdf).

Additional Resources

For a list of other agencies you may need to contact to ensure proper compliance, go to Business Resources. Note: The California Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation.

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Certificate of Surrender – Foreign Stock and Nonprofit Corporations

  • You may use either the Certificate of Surrender (Form SURC) or compose your own document provided it meets the requirements of California Corporations Code section 2112.
  • Enter the name of the foreign corporation exactly as it appears on file with the California Secretary of State. (California Corporations Code section 2112(a)(1).) Note: If the corporation registered in California using an assumed name (e.g., "ABC CORPORATION DOING BUSINESS IN CALIFORNIA AS ABC CORPORATION OF DELAWARE), you must enter the complete assumed name.
  • Enter the state, foreign country or other place where the corporation is formed. (California Corporations Code section 2112(a)(1).) This is important to ensure the correct entity is being terminated.
  • Enter the complete mailing address where the California Secretary of State may forward copies of any legal documents against the corporation that are served on the Secretary of State intended for the corporation. (California Corporations Code section 2112(a)(5).)
  • There is no statutory authority for a director or "authorized representative" to sign a Certificate of Surrender. The certificate must be signed by a corporate officer. (California Corporations Code section 2112(a).)
  • The status of the corporation must be active on the records of the California Secretary of State in order to file a Certificate of Surrender. The status of the corporation can be checked online on the Secretary of State's Business Search.

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Corporate Mergers

    • Entity names must match exactly the name of the entity as it appears on our records, including punctuation. (California Corporations Code sections 201 and 1101.) This is important to ensure the correct entities are being merged.
    • Two designated officers must sign the Agreement of Merger on behalf of each corporation. Attesting signatures are not acceptable. Two designated officers means the chairman of the board, president or vice president and the secretary or assistant secretary. (California Corporations Code sections 1102 or 1113(f).)
    • Generally, all entities must have the following signatures on the Agreement of Merger: (a) a corporation requires two designated officers; (b) a limited liability company requires all managers or members; and (c) a limited partnership requires all general partners. (California Corporations Code sections 1102 and 1113.)
    • If all of the outstanding shares of a disappearing California corporation are to be cancelled without consideration, the Agreement of Merger must state that "the shares are being cancelled without consideration" and the Officers’ Certificate for that corporation must state that 100% shareholder approval was obtained. (California Corporations Code sections 1101(d) and 1202(a).)
    • An Officers’ Certificate must have original signatures, be verified by two appropriate corporate officers and include the date of signing. (California Corporations Code sections 173, 193 and 1103.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification must be dated the actual date it is signed. It cannot be postdated. (California Corporations Code section 193.)
    • The Officers’ Certificate or Certificate of Ownership must be signed and verified by the individual officers of the corporation, not by the corporation. (California Corporations Code sections 173 and 193.) Any indication of the corporation on, above or near the signature line, other than the titles of the officer(s) signing the certificate, must be omitted.
    • An Officers’ Certificate for a corporation must be signed by the chairman of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer. (California Corporations Code sections 173, and 193.)
    • Correctly and consistently reference the complete title of the documents setting forth the Agreement of Merger throughout the submitted documents.
    • Amendments/Restatements to the Articles of Incorporation of the surviving corporation must be set forth in full in the Agreement of Merger, or referenced and attached thereto. Therefore, the Articles of Incorporation of the disappearing corporation cannot be converted automatically into the Articles of Incorporation of the surviving corporation. To change the existing Articles of Incorporation of the surviving corporation, the Articles of Incorporation must be amended and restated. (California Corporations Code sections 1103 and 1113.)
    • The manner of converting shares must be specifically stated in the Agreement of Merger and each share of the same class or series must be treated equally unless 100% of the vote of that class is obtained approving the inequality. (California Corporations Code section 1101.)
    • References to documents which are not contained within the Agreement of Merger should clearly and expressly include the name of the document, the date of the document, the parties signing the document, and the appropriate section(s) of the document. (California Corporations Code section 109.5.)
    • Generally, approval of a majority (or more than 50%) is required of each class of shareholders. (California Corporations Code section 152.) There may be other voting requirements contained within the respective Articles of Incorporation or operating agreement. A vote of 50% is not acceptable.
    • For Interspecies Mergers, the Certificate of Merger form must state the NUMBER of outstanding interests or shares of each class entitled to vote for both the surviving entity and the disappearing entity. (California Corporations Code sections 1103 and 1113.)
    • A Certificate of Ownership must be in the form of an Officers’ Certificate and comply with California Corporations Code sections 173, 193 and 1110.
    • If a corporation chooses a form of Officers’ Certificate whereby required provisions are contained in an attachment or exhibit, the Officers’ Certificate must include language that the attachment or exhibit is "incorporated by reference as if fully set forth" in the Officers’ Certificate. (California Corporations Code section 1110.)

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Resignation of Agent For Service of Process Certificate (Form RA–100) — All Corporations in California

  • The current agent for service of process must be entered in Item 3. Often, the "agent" completing Item 3 is not the agent of record or the agent has already resigned. The name of the corporation's current agent for service of process, if any, is available online on the Secretary of State's Business Search.
  • If the corporation's current agent for service of process is a registered corporate agent, the registered corporate agent's name must be stated in Item 3 and Form RA-100 must be signed by an authorized representative of the registered corporate agent.
  • A California or foreign corporation may change the name of an officer or the agent for service of process by filing a new Statement of Information (Form SI-100 [for California nonprofit corporations] or (Form SI-550) for California stock or registered foreign corporations]. (Corporations Code sections 1502, 2117, 6210, 8210, or 12570; or California Financial Code section 14101.6.) Form RA–100 should not be used.

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