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.

Name Availability

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

Forms

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

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.



Articles of Incorporation – Domestic 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 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.

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

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. (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~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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Articles of Incorporation – Domestic 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

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 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.

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

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 – Domestic 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.

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

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

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Certificates of Determination – Domestic Stock Corporations

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Certificates of Election/Dissolution – Domestic Stock Corporations

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Certificates of Election/Dissolution – Domestic Nonprofit Corporations

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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.

Additional Requirements

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

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. (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~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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Certificate of Surrender – Foreign Stock and Nonprofit Corporations

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Corporate Mergers

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Business Entities (BE)




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