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.
See Name Availability for general information about corporate name availability, reserving a name, and name style
requirements.
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.
Copies:
- For documents with a filing fee of $25.00 or more: Upon filing, you will be sent one (1) uncertified copy of
your filed document for free. To get additional copies, 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 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 submitted 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 (in lieu of the special handling fee). See Service Options to determine
which service will meet your needs. Check(s) should be made payable to the Secretary of State.
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
provisions (pdf~24KB) are needed.
Legal Authority: General statutory filing requirements are found in the California Corporations Code sections listed
below. Other California and Federal statutes may apply to a particular filing. All statutory references below are to the California Corporations Code,
unless otherwise stated.
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 Availability for 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 and should not be altered. 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 Section
1505. (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. (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–200) 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. (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~197KB).
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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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. The three primary types of nonprofit corporations,
are listed below:
- 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
23701(d) 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
23701(f) 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
23701(d) and
23701(f), 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 provisions (pdf~20KB)
are needed.
Legal Authority: General statutory filing requirements are found in the California Corporations Code sections listed
below. Other California and Federal statutes may apply to a particular filing. All statutory references below are to the California Corporations Code,
unless otherwise stated.
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 and should not be altered. 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 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 Section
1505. (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. (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 [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. (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 Callifornia franchis 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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To form a nonprofit mutual benefit common interest development association, you must file Articles of Incorporation with the California Secretary
of State. You can either 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 statutory filing requirements are found in California Corporations Code sections
7120-7211.3 et seq. and
California Civil Code section 1363.5. All statutory references below are to the California Corporations Code,
unless otherwise stated.
Complete the Articles of Incorporation (Form ARTS–CID) 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 and should not be altered.
- 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 Section
1505. (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. (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 [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 section
1363.6.) 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 Callifornia 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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- 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 – Domestic 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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- 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 domestic 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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- 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 domestic 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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To qualify a foreign corporation to transact instrastate 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 statutory filing requirements are found in the California Corporations Code sections listed
below. Other California and Federal statutes may apply to a particular filing. All statutory references below are to the California Corporations Code,
unless otherwise stated.
- For foreign general stock or nonprofit corporations (use Form S&DC-S/N): Section
2105;
- For foreign professional (law or accountancy) corporations (use Form S&DC-PC): Sections
2105 and
13404.5; and
- For foreign insurer corporations (use Form S&DC-INS): 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 Section
1505. (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 business or residential street address in California. Do not use a P.O. Box address. (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 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–350) 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. (Section
1502.)
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~197KB).
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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- The name of the foreign corporation must match exactly the name as shown on the records of the California Secretary of State and set forth the state
or place of incorporation for the foreign corporation. (California Corporations Code section
2112(a)(1).) This is important to ensure
the correct entity is being terminated.
- 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 certificate must provide a post office address to which the Secretary of State may mail a copy of any process against the corporation that
is served upon the Secretary of State. (California Corporations Code section
2112(a)(5).)
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- 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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