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Corporations
Frequently Asked Questions
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Does the Secretary of State license corporations?
The Secretary of State does not issue licenses to corporations or to any other type of business entity. For information regarding licensing requirements applicable to your type of business, please refer to the CalGOLD website. The online CalGOLD database
provides links and contact information to agencies that administer and issue business permits, licenses and registration requirements from all levels of government.
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Where do I file a complaint against a corporation?
The Secretary of State has no regulatory authority over a corporation's practices. For assistance in determining where to file a complaint and how to proceed, please refer to the Department of Consumer Affairs, Consumer Resource & Referral Guide. You may also wish to consult private legal counsel or your local District Attorney's office.
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How do I change the name of my corporation?
To change the name of a California corporation, the corporation must file a Certificate of Amendment in compliance with the California Corporations Code. Our website includes instructions and downloadable samples for assistance in preparing and filing a Certificate of Amendment for a stock (business) corporation and a Certificate of Amendment for a nonprofit corporation. This information can also be mailed to you upon request.
To change the name of a foreign (out of state or country) corporation, the corporation must file an Amended Statement by Foreign Corporation form pursuant to Corporations Code section 2107. Attached to the form must be a certificate of an authorized public official of the state or place of incorporation that the name of the corporation has been changed in accordance with the laws of that state or place. (Note, the certificate must set forth both the old and new name.) The Amended Statement Form and instructions for preparing and filing the form can be downloaded from our website or mailed to you upon request.
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How do I dissolve (withdraw) my corporation?
California Stock Corporations: To formally dissolve, the corporation must file with the Secretary of State a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) prior to or together with a Certificate of Dissolution (Form DISS STK). However, if the election to dissolve is made by the vote of all the outstanding shares, only the Certificate of Dissolution is required. The forms, along with filing instructions, can be downloaded from our website or mailed to you upon request. Note: Forms ELEC STK and DISS STK were created for ease in filing; however, any format may be used provided it meets statutory requirements.
California Nonprofit Corporations: To formally dissolve, the corporation must file with the Secretary of State a Certificate of Election to Wind Up and Dissolve (Form ELEC NP) prior to or together with a Certificate of Dissolution (Form DISS NP). However, if the election to dissolve is made by the vote of all the members, or if the corporation has no members, by the vote of all the directors, only the Certificate of Dissolution is required. The forms, along with filing instructions, can be downloaded from our website or mailed to you upon request. Note: Forms ELEC NP and DISS NP were created for ease in filing; however, any format may be used provided it meets statutory requirements.
Additional requirement: If the dissolving corporation is a nonprofit public benefit or religious corporation, the Certificate of Dissolution must also be accompanied by a letter issued by the Attorney General that either waives objections to the distribution of the corporation's assets pursuant to Corporations Code section 6716(c) or confirms that the corporation has no assets. 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. Questions regarding the issuance of the required letter must be directed to the Office of the Attorney General - Registrar of Charitable Trusts at (916) 445-2021.
Qualified Foreign (out of state or country) Corporations: To surrender (withdraw) the corporation's right to transact business in the state of California, the corporation must file with the Secretary of State a Certificate of Surrender of Right To Transact Business form. The form, along with filing instructions, can be downloaded from our website or mailed to you upon request. |
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Are corporate bylaws filed with the Secretary of State?
Corporate bylaws are not filed with the Secretary of State. Bylaws are kept at the corporation's principal executive office (if located in this state) or the corporation's principal business office in this state. The bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, it shall, upon the written request of any shareholder, furnish to such shareholder a copy of the bylaws as amended to date.
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Do I need an attorney to incorporate?
An attorney is not required to form a corporation, however, if you are unsure of the proper procedures or if you need advice about establishing or operating a corporation, you should contact private legal counsel.
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Do I have to register (qualify) my out of state (or country) corporation in California?
A foreign (out of state or country) corporation transacting intrastate business in the State of California must qualify to do so with the Secretary of State's office. "Transacting intrastate business" is defined as entering into repeated and successive transactions of a corporation's business in this state, other than interstate or foreign commerce. See California Corporations Code section 191. If you are unable to make a determination based upon the contents of Corporations Code Section 191, you will need to consult private legal counsel. The Secretary of State's office cannot provide legal advice concerning a corporation's need to qualify to transact intrastate business in California. |
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What is an agent for service of process?
An agent is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated by the corporation to accept service of process if the corporation is sued. The agent must agree to accept service of process on behalf of the corporation prior to designation.
If another corporation is designated as agent, that corporation must have previously filed with the Secretary of State a certificate pursuant to Corporations Code section 1505. Note, a corporation cannot act as its own agent and no domestic or foreign corporation may file pursuant to section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State. |
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How do I change the name and/or address of the agent for service of process?
To change the name and address of the corporation's agent for service of process, the corporation must file a statement in compliance with California Corporations Code section 1502 (form SI-200 C) for stock corporations, sections 6210, 8210, or 9660 (form SI-100) for nonprofit corporations, and section 2117 (form SI-350) for foreign corporations. The appropriate form can be downloaded from the Statement of Information web page or can be mailed to you upon request. |
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Do I obtain my corporate seal from the Secretary of State?
The Secretary of State does not issue corporate seals. Corporate seals may be obtained by the corporation directly from an office supply or stationery company.
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