Completing and filing correct Articles of Incorporation is necessary for forming a California corporation, per Section 14631 of the state code. It sounds complicated, but we’ll walk you through the form and show you how to submit it to the Secretary of State. Note that everything you fill out becomes publicly available information, including your name and the address you list for the business.
California makes filing Articles of Incorporation easy. Detailed instructions are listed on each form for both domestic (in-state) and foreign (out-of-state) companies.
The easiest method is using the portal on the Secretary of State’s website. The Secretary of State also accepts Articles of Incorporation filed by mail or in person.
Here’s how to fill out your Articles of Incorporation form.
Box 1: Name
Fill out the name of your company exactly as you want it to appear. If filing as a foreign corporation, fill out Box 1 exactly as your company’s name appears on its California Certificate of Status. This document shows that your company is current on its taxes and has satisfied other requirements needed to conduct business in your home state. You can get one through the government or right here on ZenBusiness.
The basic rules for naming a business in California are:
If you need more time to complete your filing but don’t want to lose your desired business name, place a hold using by contacting the Secretary of State and paying a $10 filing fee.
Box 2: Address
This must be a physical address capable of accepting mail within the state of California. You must have a business address even if you plan to conduct business entirely online. You cannot use a P.O. Box or “in care of” address. Do not abbreviate the name of the city, such as by using “L.A.” if your business address is in Los Angeles.
Your company’s address goes in Box 2a. If you plan to accept other mail at a P.O. Box, include that in Box 2b. If you’re completing the Statement and Designation by Foreign Corporation, which is needed to register an out-of-state business, this information goes in Box 3.
Box 3: Service of Process
Most states refer to this role as a registered agent, but California uses the term “agent for service of process.” A registered agent is responsible for accepting legal documents on behalf of your company. You can serve as your own agent, or you can appoint another person or business to serve in this role as long as that entity meets certain requirements.
Your registered agent must have a physical address within California and be available to accept official documents during regular business hours. ZenBusiness’s partners provide registered corporate agent services to meet your company’s legal obligations to receive important legal notices and correspondence from the California Secretary of State. Talk to us today if you’d like to use this option and make the process much smoother. It can fulfill legal obligations and give you peace of mind knowing that your company won’t be at risk if you aren’t available to receive an important document.
If appointing an individual as your registered agent, include their information in Boxes 3a and 3b. Do not fill out Box 3c. If you are using a corporate agent, fill out their information in Box 3c. Do not fill out Boxes 3a or 3b. On the form for foreign filings, you’ll instead use Box 4 to designate an agent for service of process.
Box 4: Stocks and Shares
You must list at least one share. Shares represent ownership in your business. If you’re forming this company with other people, you may want to assign shares based on how you wish to divide ownership.
This box does not appear on the foreign Articles of Incorporation form since existing businesses have already made these decisions.
You can also include a cover letter with your filing. A cover sheet isn’t part of your official filing; it just tells the Secretary of State how to contact you. This is optional but may make the process of filing easier.
You’re almost done! Before you sign, review the form to ensure everything is accurate. Note that the state of California currently does not accept e-signatures or other digital forms of signature for Articles of Incorporation. You must sign in ink.
Deliver your Articles of Incorporation in one of three ways:
If submitting online, scan your form and then submit using the eForms portal. You must have a Visa or MasterCard to pay the filing fee.
If you wish to submit your form via USPS, first download the form (either domestic or foreign). Fill it out, print it, and mail it to the Secretary of State.
Include a check or money order for the filing fee, made out to “California Secretary of State.” Mail to:
Secretary of State
Business Entities Filings Unit
P.O. Box 944260
If you wish to file your form in person, this must be done at the Secretary of State’s office in Sacramento. The address is:
1500 11th St., 3rd Floor
The fees are:
You may pay an extra fee to expedite the process.
*Always check with the Secretary of State to confirm current pricing and fees.
Starting your own corporation can be an exciting step on the road to financial independence. ZenBusiness wants to help you achieve your dreams and offers business formation plans for first-time business owners. They’ll help you devise Articles of Incorporation for your company and ensure they’re filed properly and without stress.
The base filing fee is $100, but you must pay a $15 handling fee if you’re filing in person.
Normally, processing your Articles of Incorporation can take up to five business days. Due to processing delays, though, you may have to wait up to several weeks. However, if you’re exceptionally eager to get your business started, you can pay a fee (listed above) to expedite the process.
The California Secretary of State processes Articles of Incorporation.
All businesses should consider a formal entity structure, but there are some that would do better as a corporation than other types. See ZenBusiness’s entity guide to see which one is right for you.
Section 14631 governs the creation of Articles of Incorporation in the State of California.
An attorney is not required for this process. However, an experienced attorney may provide valuable advice and guidance.
California Business Resources
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