Information about setting up new company

For-profit corporations

• A Corporation generally is a legal entity which exists separately from its owners. While normally limiting the owners from personal liability, taxes are levied on the corporation as well as on the shareholders. The sale of stocks or bonds can generate additional capital and the longevity of the corporation can continue past the death of the owners. Legal Counsel should be consulted regarding the variety of options available for formulation.

The name of the corporation

• The name must not be likely to mislead the public, be the same as, or resemble so closely as to lead to deception, the name of a domestic or qualified foreign corporation, a name under reservation, or the registered or assumed name of a foreign corporation. The name would need Superintendent of Bank's approval if it contained the words "Bank," "Trust," or "Trustee."

California Corporations Code Sections 200-202 outline the minimum content requirements of Articles of Incorporation for stock corporations. The downloadable sample in Adobe PDF has been drafted to meet minimum statutory requirements. The sample can be viewed and printed using your Web browser and Adobe's Acrobat Reader 5.0.5 or higher. The current version of Acrobat is available free from Adobe's website. The sample can be used as a guide in preparing documents to be filed with the Secretary of State to incorporate. It is, however, suggested that you seek private counsel for advice regarding the proposed corporations specific business needs, which may require the inclusion of special permissive provisions.

Articles of Incorporation must be drafted to include all required provisions and may include other provisions, such as the names and addresses of the initial directors, if those provisions are permitted under California law. The Secretary of State’s office, however, does not provide samples that include permissive provisions. The document must be typed with letters in dark contrast to the paper. Documents that would produce poor quality microfilm will be returned unfiled.

• Articles of Incorporation containing the following information :
• • The Articles must include a statement of the name of the corporation, which name must be exactly as you want it to appear on the records of the Secretary of State.
  • This exact statement is required by the California Corporations Code and cannot be modified.
  • The Articles must include a statement as to the name and California address of the initial agent for service of process. The designated agent, whether an individual or a corporation, must agree to accept service of process on behalf of the corporation prior to designation. A corporation cannot designate itself as its own agent for service of process. When designating another corporation as agent, that other corporation must have previously filed a Certificate Pursuant to Section 1505, California Corporations Code, with the Secretary of State. When a corporate agent is used, the address of the designated corporation must be omitted.
  • Before shares of stock are sold or issued the corporation must comply with the Corporate Securities Law administered by the Department of Corporations. For information regarding permits to issue shares please contact that agency.
  • The Articles of Incorporation must be originally signed by an incorporator, or by directors, if initial directors have been named in the document. If directors are named, each director must both sign and acknowledge the articles. The names of incorporators or directors must be typed beneath their signatures.
  • The original and at least two copies of the Articles of Incorporation, together with the applicable fee, must be mailed or hand delivered to the Secretary of State’s office in Sacramento or hand delivered to the one of the regional offices located in Fresno, Los Angeles, San Diego or San Francisco. Regional offices do not process mailed in documents. If documents are submitted to a regional office, a duplicate original is also required.

• Filling Fees :
• • The fee for filing Articles of Incorporation on behalf of a stock corporation is $100.00. Check(s) should be made payable to the Secretary of State.
  • A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento office or in any of the regional offices located in Fresno, Los Angeles, San Diego and San Francisco. The $15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail.