Frequently Asked Questions

 1. What cannabis-related business filings will be accepted by the Secretary of State?

The Secretary of State’s office accepts filings submitted for cannabis-related business entities currently lawfully engaged in medical and/or adult-use cannabis activities as well as those that are forming for the purpose of engaging in these activities in the future after seeking the appropriate licenses. Filings are accepted for domestic corporations (e.g. general stock corporations, nonprofit mutual benefit corporations, cannabis cooperative associations) as well as domestic other business entities (e.g. limited liability companies and limited partnerships).

In addition to filing business entity documents for domestic (formed within California) business entities, the Secretary of State’s office also accepts registration documents for foreign (formed outside of California) corporations and foreign limited liability companies that are engaged in or plan to engage in lawful cannabis-related activities within California in compliance with California law.

A checklist of necessary steps to start a cannabis business in California is provided in the 10 Steps to Starting a Cannabis Business Entity in California brochure. If you are ready to start a cannabis-related business in California and want additional information regarding online filings, forms, samples and fee information, please visit the bizfile California Portal.

For information regarding licensing requirements, please contact the California city and/or county where the physical location of the commercial cannabis activities will take place and the state agency, bureau or board with jurisdiction over the cannabis activities to be conducted in California. Additional information is available through the statewide California Cannabis Portal. Customers should be aware that there have been changes to the legal protections previously permitted for certain medical cannabis collective and cooperative structures. For more information, please see the Collectives and Cooperatives Fact Sheet published by the Bureau of Cannabis Control.

 2. Do organizational documents filed with the Secretary of State constitute a license to engage in cannabis-related activities under MAUCRSA?

No. The Secretary of State does not issue licenses for cannabis-related activity. State licensing agencies (see below) began issuing licenses on January 1, 2018. Customers should be aware that cannabis activities cannot be conducted prior to obtaining any appropriate local license, permit or other authorization, as well as any necessary state license. Filing organizational documents with the Secretary of State’s office alone does not provide business entities with the legal authority to conduct cannabis activities pursuant to MAUCRSA.

For information regarding licensing requirements, please contact the California city and/or county where the physical location of the cannabis-related activities will take place and the state agency, bureau, or board with jurisdiction over the cannabis-related activities to be conducted in California. Additional information is available through the statewide California Cannabis Portal.

 3. Does my business need a license to conduct commercial cannabis-related activities in California?

Yes. California has a dual licensing system for commercial medical and adult-use cannabis. Businesses engaging in cannabis-related activities that are required to be licensed must obtain a city, county or city and county license, permit or other authorization as well as any required state license. Lawful cannabis cultivation, transportation, distribution, testing, dispensing and manufacturing under California law are highly regulated and licensed by California state and local government entities. The Secretary of State does not issue licenses. State licensing agencies are as follows:


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For further information about cannabis licensing and regulation, please visit the statewide California Cannabis Portal. The California Cannabis Portal is intended to be a valuable resource and one-stop shop for all things related to the state’s effort to regulate the cannabis industry and is updated frequently with information from all affected state agencies.

 4. My business is currently incorporated as a nonprofit mutual benefit corporation or cooperative corporation but I would like to change the business structure to a general stock corporation. What do I need to file with the Secretary of State?

To change the status of an existing nonprofit corporation, such as a mutual benefit corporation or cooperative corporation to a for profit corporation, you may file either a Certificate of Amendment or Restated Articles of Incorporation. For mutual benefit corporations changing to a general stock corporation, you may use the Form RST MU-GS found on the bizfile California portal.

Since you will need to change several provisions listed in your nonprofit Articles of Incorporation, filing Restated Articles of Incorporation may be the preferred method of making these changes. Samples of Restated Articles of Incorporation and a Certificate of Amendment may be found on the bizfile California portal under Forms, Samples, Fees, and Services. You should use the sample that is designated as either “Certificate of Amendment - Nonprofit” or “Restated Articles of Incorporation - Nonprofit” since your entity will not change to a for profit stock corporation until the document is filed with the Secretary of State. If you are changing from a mutual benefit corporation to a general stock corporation, you may use the Form RST MU-GS.

Restated article provisions will need to include at least the following: (1) the name of the corporation; (2) the purpose statement for a general stock corporation; and (3) the number of shares authorized to be issued. If there are outstanding membership interests for the nonprofit corporation, the articles also will need to include a statement of the effect of the amendment/restatement on those interests (e.g. a statement indicating that upon the filing of the Restated Articles of Incorporation, each outstanding membership interest shall be converted into one common share or a statement that each outstanding membership interest shall be canceled without consideration upon the filing of the Restated Articles of Incorporation with the Secretary of State).

While you may include additional article provisions, any article provisions that previously appeared in the nonprofit Articles of Incorporation that are specific to a nonprofit entity type must be omitted from the restated article provisions (e.g. statements referencing members, the purpose statement for a nonprofit mutual benefit corporation, and tax exempt provisions).

Finally, if the nonprofit corporation has not yet filed a Statement of Information with the Secretary of State, the Restated Articles of Incorporation will need to include the name and address of the agent for service of process and the initial street and mailing address of the corporation exactly as it appeared in the original nonprofit Articles of Incorporation.

Alternatively, if the nonprofit corporation has already filed a Statement of Information, the name and address of the agent for service of process and the street and mailing address of the corporation must be omitted. Once the Restated Articles of Incorporation are filed, you should file an updated Statement of Information – Stock (Form SI-550) within 90 days. This can be done online on the bizfile California portal.

 5. My business currently is incorporated as a nonprofit mutual benefit corporation or cooperative corporation but I would like to change the business structure to a limited liability company, limited partnership or general partnership. What do I need to file with the Secretary of State?

Under California law, California nonprofit corporations cannot “convert” (change the entity type from a nonprofit corporation to a limited liability company, limited partnership, or general partnership) directly. However, nonprofit corporations can amend or restate their Articles of Incorporation to become a stock corporation (please see the previous response for information on how to do this) and once the corporation is a stock corporation, the corporation can follow the procedures outlined in Corporations Code section 1150 through 1160 to convert to a limited liability company, limited partnership or general partnership.

To convert from a stock corporation to a limited liability company, limited partnership or general partnership, you can use the applicable conversion form provided by the Secretary of State. For further information, forms and instructions relating to conversion filings with the Secretary of State’s office, please see Conversion Filings. You may wish to consult your legal and financial advisors, along with the licensing agencies prior to submitting filings to the Secretary of State.

 6. My business documents reference Health and Safety Code section 11362.775. Am I required to file an amendment to remove this reference now that this section has been repealed?

The Medicinal and Adult-Use Cannabis Regulation and Safety Act (MAUCRSA) amended Health and Safety Code section 11362.775, the provision in SB 420 affording legal protections to medical cannabis collective and cooperative models. The protection from criminal sanctions afforded from this now repealed section ended on January 9, 2019.

Prior to the enactment of MAUCRSA, many nonprofit mutual benefit corporations or cooperative corporations formed under the Corporations Code or Food and Agricultural Code for purposes of conducting activities as a medical cannabis collective or cooperative model made specific references to Health and Safety Code section 11362.775 in their formation documents. While these businesses are not required to file an amendment with the Secretary of State’s office for purposes of removing a reference to that section only, if an amendment is filed that amends the article provision that cites to this repealed code section or restated articles of incorporation are filed, the entity must remove the outdated reference at that time.

Although a business may not be required to file an amendment or restatement for purposes of removing provisions citing to Health and Safety Code section 11362.775 only, it could still be good practice to do so. Customers that previously formed a business entity as a medical collective and cooperative model must ensure that they are still operating lawfully. If their business entity structure no longer fits their needs, business entity documents (e.g. amendment, restatement, termination documents) should be filed with the Secretary of State’s office to update their business.

 7. I already formed a business. The local or state licensing application is now requiring me to provide business documents that I filed with the Secretary of State. How can I obtain this information from the Secretary of State?

Information for corporations, limited liability companies, and limited partnerships, including most filings for those entities are available online. Bizfile California is the Secretary of State’s new online business portal to help businesses file, search, and order business records. Within bizfile California, you will find the California Business Search, which provides online access to information for corporations, limited liability companies, and limited partnerships of record with the California Secretary of State including FREE copies of more than 13.7 million PDF images relating to business registrations, amendments, terminations, and the most recent statements of information for corporations and limited liability companies. Instructions and fees for ordering certified copies of filed documents for all types of business entities of record are available on the Business Entities Records – Order Form (PDF).

 8. Can I register a cannabis-related service mark or trademark with the Secretary of State?

Yes. The fastest way to register your Trademark is online at tmbizfile.sos.ca.gov. You may also complete an Application for Registration (Form TM 100) and submit the form in person at the Secretary of State’s office or by mail.

All registrations and subsequent updates to California trademarks or service marks (“Trademarks”) are filed with the Secretary of State’s office. Registering a cannabis-related Trademark with the California Secretary of State’s office can be a good way for a business to protect its brand or logo, especially for cannabis-related marks that cannot be registered federally.

Customers may register their cannabis-related trademark or service mark with the California Secretary of State’s office so long as: (1) the mark is lawfully in use in commerce within California; and (2) the mark matches the classification of goods and services adopted by the United States Patent and Trademark Office.

For additional information, please review the Registering Cannabis-Related Trademarks in California (PDF) brochure.

 9. Are there any requirements that I must meet before I can register a California Trademark related to cannabis goods or services?

In order to register a Trademark in California, the Trademark must be lawfully in use in commerce. For cannabis businesses, this means that the cannabis-related goods or services associated with the mark are authorized under California law.

Trademarks relating to cannabis products that are prohibited for use in commerce under California law cannot be registered. As specified in current California regulations found within the statewide California Cannabis Portal, prohibited items include but are not limited to:

  • Products that contain alcohol, nicotine, or added caffeine
  • Products that must be held below 41 degrees Fahrenheit
  • Vacuum packed products
  • Canned cannabis products
  • Products that are easily confused with non-infused products
  • Edibles in the shape of human, animal, insect, or fruit
  • Most dairy and meat products
  • Seafood products
  • Cannabis products that are attractive to children
  • Products that resemble traditionally available food packages
  • Products that exceed the maximum THC per serving or per package for that product type

For a Trademark to be lawfully in use in commerce, the applicant must ensure that any local and state licenses required to conduct the cannabis-related activities associated with the Trademark have been obtained prior to seeking registration. Additionally, if registering a Trademark associated with cannabis goods, the applicant must ensure that they are in compliance with state labeling and packaging requirements. If a specimen provided with a Trademark application associated with a cannabis product clearly does not meet state labeling and/or packaging requirements, the application will be rejected. For example, an application to register a mark affixed to a manufactured cannabis product that has a label that is attractive to children (e.g. it contains cartoons and identifies the product as candy) would be rejected for not being in compliance with state labeling requirements as well as falling under the list of prohibited cannabis products.

For further information relating to the requirements and restrictions for lawful use of commercial cannabis goods or services in California, please refer to the following California licensing agencies:

  • Bureau of Cannabis Control – Responsible for licensing retailers, distributors, testing labs, microbusinesses, and temporary cannabis events
  • CalCannabis Cultivation Licensing – Responsible for licensing cultivators of medicinal and adult-use cannabis and implementing a track-and-trace-system to record the movement of cannabis through the distribution chain
  • Manufactured Cannabis Safety Branch – Responsible for regulating and licensing the manufacturers of cannabis-infused edibles for both medical and nonmedical use

10. Are there any prohibited cannabis goods that a California Trademark may not be associated with?

Trademarks relating to cannabis products that are prohibited for use in commerce under California law cannot be registered. As specified in current California regulations found within the statewide California Cannabis Portal, prohibited items include but are not limited to:

  • Products that contain alcohol, nicotine, or added caffeine
  • Products that must be held below 41 degrees Fahrenheit
  • Vacuum packed products
  • Canned cannabis products
  • Products that are easily confused with non-infused products
  • Edibles in the shape of human, animal, insect, or fruit
  • Most dairy and meat products
  • Seafood products
  • Cannabis products that are attractive to children
  • Products that resemble traditionally available food packages
  • Products that exceed the maximum THC per serving or per package for that product type

For a complete list of prohibited cannabis products, please refer to the following California licensing agencies:

  • Bureau of Cannabis Control – Responsible for licensing retailers, distributors, testing labs, microbusinesses, and temporary cannabis events
  • CalCannabis Cultivation Licensing – Responsible for licensing cultivators of medicinal and adult-use cannabis and implementing a track-and-trace-system to record the movement of cannabis through the distribution chain
  • Manufactured Cannabis Safety Branch – Responsible for regulating and licensing the manufacturers of cannabis-infused edibles for both medical and nonmedical use

11. Can I register a Trademark associated with industrial hemp or products derived from industrial hemp with the Secretary of State?

A Trademark related to industrial hemp or products including ingredients, such as CBD, derived from industrial hemp may be registered with the Secretary of State only if the product is lawfully in use in commerce within California. To be lawfully in use in commerce, the product must not be prohibited under California law. For more information about the legal requirements associated with lawful cultivation of industrial hemp, refer to the California Department of Food and Agriculture’s California Industrial Hemp Program website. For more information about the legal requirements associated with food and drug products containing industrial hemp derived ingredients, refer to the California Department of Public Health’s Food and Drug Branch website.

The fastest way to register your Trademark is online at tmbizfile.sos.ca.gov. You may also complete an Application for Registration (Form TM 100) and submit the form in person at the Secretary of State’s office or by mail.

12. What classification codes are commonly used for cannabis-related Trademarks?

When completing the application to register a cannabis-related Trademark in California, the form will require the applicant to choose one or more classification codes from the classification codes adopted by the United States Patent and Trademark Office. There are 11 classification codes, or categories, for services and 34 for goods. A list of these codes can be found online by visiting uspto.gov.

These classification codes do not include specific categories for cannabis goods or services; therefore, the applicant should choose the code(s) which best categorize the good or service associated with their Trademark in the same manner as if these goods or services did not involve cannabis. To assist customers, the following are some examples of the more commonly used classification codes for cannabis-related Trademarks:

  • Classification Code 5 – Pharmaceuticals: trademarks for medicinal products containing cannabis extracts
  • Classification Code 31– Natural Agricultural Products: trademarks for live cannabis plants
  • Classification Code 34 – Smokers Articles: trademarks for cannabis products intended for smoking
  • Classification Code 35 – Advertising and Business: service marks for retail stores selling cannabis products
  • Classification Code 39 – Transportation and Storage: service marks for delivery of cannabis Products

13. How will priority be determined for a trademark or service mark application for identical marks received at the same time?

In the instance of separate applicants concurrently seeking registration of the same or confusingly similar marks, priority will be given to the application received in the following order:

1. Applications received online through our website, tmbizfile.sos.ca.gov, will be labeled received at the actual time and date received.

2. Applications received in person over the counter in Sacramento will be labeled received at the actual time and date received.

3. Applications received by mail will be label received at 5:00 p.m. on the date received.

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