Frequently Requested Information

*  Bankruptcy information: With the exception of publicly traded corporations, information concerning bankruptcies of business entities of record, other businesses or individuals, is not disclosed to the California Secretary of State. California and qualified foreign (out-of-state or out-of-country) publicly traded corporations must annually disclose to the California Secretary of State whether or not an order for relief has been entered in a bankruptcy case during the 10 years preceding the date of the disclosure with respect to the corporation, its directors and its five most highly compensated executive officers. The disclosed information can be viewed on the Secretary of State's Publicly Traded Disclosure Search  or by ordering a copy  of the filed Corporate Disclosure Statement.

    * Business licenses or permits are not issued by the California Secretary of State. Please refer to the CalGOLD (California Government: On-Line to Desktops) website for information regarding business license/permit requirements.

    * Business entity information such as telephone numbers, email addresses, and subsidiaries or associated businesses of an entity is not made of record with the California Secretary of State. Requests for information should be directed to the business entity itself.

    * Bylaws or Operating Agreements (or any amendments thereto) are maintained by the business entity and are not filed with the California Secretary of State. Requests for copies or information about these documents should be directed to the business entity itself.

    * Employer identification numbers are not issued by or disclosed to the California Secretary of State. Please refer to the Internal Revenue Service for information relating to the issuance of Federal Employer Identification Numbers or the Employment Development Department for information relating to the issuance of State Employer Identification Numbers.

    * Fictitious business name statements are filed with the County in which the principal place of business is located.

    * Owner, shareholder and employee information for a business entity is not made of record with the California Secretary of State. Requests for information should be directed to the business entity itself.

    * Personal information such as telephone numbers, email addresses and social security numbers of business entity members (e.g., officers, directors, managers, members, partners, agents and employees) is not made of record with the California Secretary of State.

    * Security offerings or sales (such as the sale of shares of stock) are regulated by the Department of Corporations. Requests for information should be directed to that agency.

    * Sole proprietorships are not registered with the California Secretary of State but may register with the city, county or other local government entity in which the principal place of business is located.

    * Subchapter S is a tax classification provided for under the Internal Revenue Code and the California Revenue and Taxation Code, and is not reported to the California Secretary of State. Please refer to the Internal Revenue Service or the Franchise Tax Board for information regarding this tax classification.

The Secretary of State's San Diego Regional Office Closed To the Public April 2, 2010

As you are aware, Californiaís budget problems have required every public agency to reduce
spending and look for more efficient ways of operating. One way the Secretary of Stateís office
can do this is to consolidate its processes in a fashion that has the least amount of impact on the
general public. After careful review of both the Secretary of Stateís office and community
needs, the San Diego office closed to the public on April 2, 2010.
Please know this decision was not reached quickly or easily. We recognize the decision to close
the San Diego office will have an impact on Californians in the San Diego area and apologize for
any inconvenience.
Documents can continue to be mailed to Sacramento or delivered in person at 1500 11th Street,
Sacramento, CA 95814. Our Los Angeles office, located at 300 South Spring Street, will
continue to provide services that were previously offered at our San Diego location. To find a
complete list of available services, please visit us online at www.sos.ca.gov.
We thank you for your patience as we work through these difficult times. We look forward to
serving you on the web, by mail, or in person in our Sacramento or Los Angeles offices.

State of California - Department of Corporations

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Reserving A Corporation Name California

A name can be reserved for a period of 60 days. Fees and instructions for reserving a name are included on the Name Reservation Request Form (pdf ~96KB). Email or online requests for name reservations cannot be accepted at this time.

The reservation can be renewed to the same applicant or for the benefit of the same party, but not for consecutive periods. (California Corporations Code section 201(c), 5122(c), 7122(d), 9122(c), 12302(d), 15901.09 or 17053.)

If you reserve corporation or limited liability company names on a recurring basis, you may establish a prepaid account with the California Secretary of State's office, which will allow you to reserve a name by phone for a fee of $4.00 per search and $10.00 per reservation. Information about prepaid accounts can be obtained from the California Secretary of State's Accounting Office at (916) 653-1233. Note: Limited partnership names can no longer be reserved by phone due to additional information required by California Corporations Code section 15901.09 at the time of reservation.

Note: The reservation of a name does not guarantee the name meets all federal and state requirements related to a specific entity type. Names are reviewed for compliance at the time documents are submitted to the California Secretary of State's office for filing.

Sec of State California

The Secretary of State of California is the chief elections officer of that U.S. state. The Secretary of State is also responsible for the California State Archives, as well as chartering corporations. The Secretary of State is elected to four year terms, concurrent with the other constitutional officers of California, and is restricted by term limits to only two terms. The incumbent, Debra Bowen, took office on January 8, 2007, and her current term expires on January 4, 2011, though she is eligible for reelection.

Certificate of Surrender - Foreign Stock and Nonprofit Corporations

# The name of the foreign corporation must match exactly the name as shown on the records of the California Secretary of State and set forth the state or place of incorporation for the foreign corporation. (California Corporations Code section 2112(a)(1).) This is important to ensure the correct entity is being terminated.

# There is no statutory authority for a director or "authorized representative" to sign a Certificate of Surrender. The certificate must be signed by a corporate officer. (California Corporations Code section 2112(a).)

# The certificate must provide a post office address to which the Secretary of State may mail a copy of any process against the corporation that is served upon the Secretary of State. (California Corporations Code section 2112(a)(5).)

Corporation Name Availability

A free preliminary check of the availability of a name can be requested by mailing a completed Name Availability Inquiry Letter (pdf~29KB)  to the California Secretary of State's office in Sacramento. Email or online inquiries cannot be accepted at this time.

If you check name availability on a recurring basis, you may establish a prepaid account with the California Secretary of State's office, which will allow you to request a preliminary check of the availability of a name by phone for a fee of $4.00 per search. Information about prepaid accounts can be obtained from the California Secretary of State's Accounting Office at (916) 653-1233.

Checking the availability of a name does not reserve the name, has no binding effect on the California Secretary of State and does not confer any rights to a name.

Statement and Designation By Foreign Corporation - Foreign Stock and Nonprofit Corp.

# A current original Certificate of Good Standing issued within the last six months by the appropriate public official of the state of incorporation must be submitted with the Statement and Designation. (California Corporations Code section 2105.)

Note: To register as a nonprofit corporation, the Certificate of Good Standing must indicate the qualifying corporation is a nonprofit, nonstock corporation.

# The name of the corporation stated in the Certificate of Good Standing must match exactly the name of the corporation on the Statement and Designation, including punctuation. (California Corporations Code section 2105.)

# If an individual is designated as agent for service of process, the Statement and Designation must contain the complete business or residence address of the agent. (California Corporations Code sections 2105 and 2117.)

# If a corporation is designated as agent for service of process, the Statement and Designation must reflect the corporate name, but cannot reflect the address. (California Corporations Code sections 2105 and 2117.)

# If the designated corporate agent for service of process is not a California corporation, the Statement and Designation must reflect the correct state of incorporation for the corporate agent for service of process. (California Corporations Code sections 2105 and 2117.)

# A designated corporate agent for service of process must comply with California Corporations Code section 1505 prior to being named as corporate agent in the Statement and Designation. (California Corporations Code section 2105(c).)

# A designated corporate agent for service of process must be currently authorized to engage in business in this state and must be in good standing on the records of the Secretary of State before it may be designated as the agent for service of process for another entity. (California Corporations Code section 1505.)

Online Searches Corporation Names

*  Business Search: Free online access to corporate, limited liability company and limited partnership information. Available information includes the complete entity name, entity number, formation, registration or conversion date, status, jurisdiction, entity address, and the name and address of the agent for service of process.

    * Publicly Traded Disclosure Search: Free online access to abstracts of reported information for all publicly traded corporations that have filed a Corporate Disclosure Statement with the California Secretary of State.

Certificates, Copies and Status Reports

Certificates, copies and status reports can be obtained by submitting a request to the California Secretary of State's Sacramento office either in person (drop off) or by mail. Instructions and fees for ordering certificates, copies and status reports (as described below) are available on the Business Entities Records Order Form (pdf ~121KB).

    * Certificates - Customers can order certificates relating to business entities filed with the California Secretary of State such as a Certificate of Status certifying to the current status of an entity (e.g., active/good standing, suspended, dissolved, cancelled, etc.) or a Certificate of Filing certifying to the filing of a particular document by an entity (e.g., articles of incorporation, certificate of dissolution, certificate of cancellation, statement of information, etc.). In addition, customers can request a Certificate of No Record certifying there is no record of a particular business entity.

    * Copies - Customers can order copies of business entity documents filed with the California Secretary of State such as formation/registration documents, amendment documents, termination documents and statements of information.

    * Status reports - Customers can order status reports containing the complete business entity name, file number, status, jurisdiction and address(es).

      If applicable, the status report will also include the type of business and the name and address of the principal member/manager/officer and agent for service of process.

What Is A "Publicly Traded Corporation"?

A publicly traded corporation is a California or foreign corporation, as defined in Corporations Code section 162 or 171, respectively, that is an issuer as defined in Section 3 of the Securities Exchange Act of 1934, as amended (ß78C of Title 15 of the United States Code), and has at least one class of securities listed or admitted for trading on a national securities exchange, on the National or Small-Cap Markets of the NASDAQ Stock Market, on the OTC-Bulletin Board, or on the electronic service operated by Pink Sheets, LLC. (California Corporations Code sections 1502.1 and 2117.1.)

Guidelines for Access To Public Records

The Secretary of State maintains public counters located in each of the divisions within the Agency and in regional offices throughout the state, and a public research facility at the California State Archives. Members of the public are invited to utilize the counter services and the research facility to access and obtain copies of public records maintained by the Secretary of State. A formal request pursuant to the California Public Records Act is not necessary for inspection and copying of public records that are routinely available at the public counters and the research facility at the California State Archives.
The public counters identified below are located at the Office of the Secretary of State, 1500 11th Street, Sacramento, California. Agency personnel are available at the public counters from 8:00 a.m. to 5:00 p.m., Monday through Friday, except on State holidays. No appointment is required to inspect or copy public records at the public counters. However, depending on the nature of a request or the volume of customers, reasonable delays may occur in processing a request.

Department of Corporations Commissioner - Preston Dufauchard

Preston DuFauchard was appointed by Governor Arnold Schwarzenegger as Commissioner for the California Department of Corporations in June 2006.  As Commissioner, he served as Co-Chair of the Governorís 2006 Task Force on Military Financial Protection, and currently serves as a member of the California Industrial Development Finance Advisory Committee.  He is a member of the Board of Directors for the North American Securities Administrators Association, and a former member of the board of the American Association of Residential Mortgage Regulators. 

Prior to government service, Mr. DuFauchard practiced law and was a leader in the San Francisco Bay Area legal community. He began his legal career in 1984, with the law firm of Brobeck, Phleger & Harrison, where he practiced civil litigation and trial work for eleven years.  While at the Brobeck firm, he handled a variety of litigation matters, including mass tort cases, environmental insurance coverage litigation, securities litigation, and civil rights cases.  He became a partner in the Brobeck firm in 1991.  He joined the Landels, Ripley & Diamond law firm as a litigation partner in 1995, where he practiced until 1997.  He moved in-house in 1997, to the legal department for Bank of America Corporation.  There, he was Assistant General Counsel and became the departmentís San Francisco Office Manager.  While at the Bank, he was responsible for significant litigation and regulatory matters in the areas of class action securities litigation, consumer class action litigation, broker-dealer arbitrations, private equity disputes, and construction development litigation.  In addition, he provided counsel to the Bank of America systems architectural review committee, regarding e-mail and electronic data programs and policies.

Commissioner DuFauchard was President of the Bar Association of San Francisco Endowment Fund, and has been a member of the Board of Directors of the Bar Association of San Francisco.  He also served as President of the Barristers Club of San Francisco, which is the new lawyer division of the San Francisco Bar Association.  He has been a member of the Board of Directors for the San Francisco Legal Aid Society - Employment Law Center, where he chaired the audit committee.  He was the Chair of the State Bar of Californiaís Resolutions Committee, which is responsible for recommendations of proposed changes in state laws to the State Barís Conference of Delegates.  He attended Boalt Hall School of Law, where he earned his J.D. in 1984, and Stanford University, where he obtained his B.A. in 1979.

Organization of California Stock Corporations

Instructions:

Articles of Incorporation must be drafted to include all the provisions required by the California
Corporations Code. Articles of Incorporation may include other provisions as permitted under California
law (e.g., the name and address of each initial director). The attached sample meets the minimum
statutory requirements and should only be used as a guide in preparing Articles of Incorporation. The
document should be typed with letters in dark contrast to the paper. Documents not suitable for
reproduction will be returned unfiled. Note: The file date of Articles of Incorporation is generally the date
the document complying with applicable law is received in the Secretary of Stateís office.

Article I: 

The articles must include a statement of the name of the corporation.
-- The name must be exactly as you want it to appear on the records of the California
Secretary of State.

-- Name restrictions apply to most business entities. Please refer to our Name
Availability webpage at www.sos.ca.gov/business/be/name-availability.htm for
business entity name regulations and the most common statutory requirements
and restrictions relating to the adoption of a business entity name in California.

Article II: 

This exact statement is required by the California Corporations Code and should not be
altered.

Article III:

The articles must include the name of the initial agent for service of process.1
-- If an individual is designated as agent, include the agentís business or residential
street address in California (a P.O. Box address is not acceptable). Please do not
use ìin care ofî (c/o) or abbreviate the name of the city.
-- If another corporation is designated as agent, do not include the address of the
designated corporation.

Note: Before another corporation may be designated as agent, that corporation must
have previously filed with the Secretary of State a certificate pursuant to California
Corporations Code section 1505. 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 California Secretary of State.

Article IV:

The articles must include a statement of the total number of shares the corporation will be
authorized to issue.
Note: Before shares of stock are sold or issued the corporation must comply with the
Corporate Securities Law administered by the Department of Corporations. Information
regarding permits to issue shares can be obtained from the Department of
Corporationís website at www.corp.ca.gov or by calling the Department of Corporations at
(213) 576-7500.

Execution:

The articles must be signed by each incorporator, or by each initial director named in the
articles. If initial directors are named, each director must both sign and acknowledge the
articles. Note: If initial directors are not named in the articles, the individual(s) executing the
document is the incorporator(s) of the corporation. The name of each incorporator or initial
director should be typed beneath their signatures.
1 An ìagent for service of processî is an individual (director, officer or any other person, whether or not affiliated with the
corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued.

Note: The agent must agree to accept service of process on behalf of the corporation prior to designation.

Sample Articles of, Incorporation California



I
The name of this corporation is (Name of Corporation) .

II

The purpose of the corporation is to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Law of California other
than the banking business, the trust company business or the practice of a profession
permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation's initial agent for
service of process is:
Name ___________________________________________________________

Address _________________________________________________________

City _________________________ State CALIFORNIA Zip ____________

IV

This corporation is authorized to issue only one class of shares of stock; and the total
number of shares which this corporation is authorized to issue is .

(Signature of Incorporator)
(Typed Name of Incorporator), Incorporator

If an individual is designated as the initial agent for service of process, include the agentís business or residential
street address in California (a P.O. Box address is not acceptable). If another corporation is designated as the initial
agent for service of process, do not include the address of the designated corporation.

California Corporation Processing and Information Requests

The Sacramento office processes name reservation requests, formation, registration, change and termination filings and information requests (for copies and certificates) submitted in person or by mail for all business entity types. The regional office processes requests submitted in person for corporate name reservations, and corporate formation and registration filings (excluding Articles of Incorporation containing a statement of conversion, which must be filed in Sacramento). Service options are:

    * Mail: (Sacramento office only) Requests submitted by mail to the Sacramento office are generally processed within 10 to 20 business days and do not require payment of a special handling fee.

    * Special Handling (Drop-Off): Filing requests submitted in person with a $15 special handling fee, and name reservation and information requests submitted in person with a $10 special handling fee, receive priority processing over requests submitted to the Sacramento office by mail. Special handling fees are in addition to applicable filing, reservation or order fees, should be included in a separate check, and are retained whether documents/requests are filed/processed or rejected. The average processing time for special handling services is generally three to seven business days.

    * Preclearance and Expedited Filing: (Sacramento office only) Filings submitted in person to the Sacramento office for preclearance prior to an intended file date or for expedited processing are guaranteed to be processed within a specified time frame.

California Corporation Fees


California (domestic) Corporations
Foreign (out-of-state or out-of-country) Corporations
 
California Corporations
(Filing Tips) 	Fees

1. 	Articles of Incorporation - Stock 	 						$100.00

2. 	Articles of Incorporation - Close	 						$100.00

3. 	Articles of Incorporation - Professional						$100.00

4. 	Articles of Incorporation - Common Interest Development					$ 30.00

5. 	Articles of Incorporation - Nonprofit Mutual Benefit, Public Benefit or Religious 	$ 30.00

6. 	Certificate of Amendment - Stock						 	$ 30.00

7. 	Certificate of Amendment - Nonprofit							$ 30.00

8. 	Restated Articles of Incorporation - Stock					 	$ 30.00

9. 	Restated Articles of Incorporation - Nonprofit						$ 30.00

10. 	Certificate Pursuant to Corporations Code Section 1505					$ 30.00

11. 	Statement by Common Interest Development Association 					$ 15.00

12. 	Statement of Information - Nonprofit (Form SI-100)					$ 20.00

13. 	Statement of Information - Stock (Form SI-200 C)					$ 25.00

14. 	Statement of Information - Stock (Form SI-200 N/C)				 	$ 25.00

15. 	Resignation of Agent for Service of Process 					 	No Fee

16. 	Corporate Disclosure Statement (Form SI-PT)					 	No Fee

17. 	Certificate of Election - Stock 							No Fee

18. 	Certificate of Dissolution - Stock 						 	No Fee

19. 	Short Form Certificate of Dissolution - Stock 					 	No Fee

20. 	Certificate of Election - Nonprofit (Form ELEC NP)					No Fee

21. 	Certificate of Dissolution - Nonprofit (Form DISS NP)					No Fee

22. 	Corporate Mergers(mergers between corporations only)				 	$100.00

23. 	Interspecies Mergers (Form OBE MERGER-1)(merger between corporations & other business entities)	$150.00

24. 	Conversions(pdf ~22KB - REV 01/2010)(conversion to a domestic other business entity OR conversion from a foreign corporation or a domestic or         foreignother business entity- refer to conversions for the applicable conversion document/form) $150.00

25. 	Substituted Service of Process(on a corporation, for each corporation named) 		$ 50.00

26. 	Name Reservations(information and name reservation request form) 			$ 10.00

California Corporation Division


Service Options to File California Corporations and LLC's

    * Business Search: Free online access to corporate, limited liability company and limited partnership information. The information is updated weekly and includes the complete entity name, entity number, formation, registration or conversion date, status, jurisdiction, entity address, and the name and address of the agent for service of process.

    * Publicly Traded Disclosure Search: Free online access to abstracts of reported information for publicly traded corporations that have filed a Corporate Disclosure Statement with the California Secretary of State.

    * E-file: The Statement of Information for most corporations can be filed online at no additional charge. Statements filed online are processed and entered into our database by the following business day.


Document Processing and Information Requests

The Sacramento office processes name reservation requests, formation, registration, change and termination filings and information requests (for copies and certificates) submitted in person or by mail for all business entity types. The regional office processes requests submitted in person for corporate name reservations, and corporate formation and registration filings (excluding Articles of Incorporation containing a statement of conversion, which must be filed in Sacramento). Service options are:

    * Mail: (Sacramento office only) Requests submitted by mail to the Sacramento office are generally processed within 10 to 20 business days and do not require payment of a special handling fee.

    * Special Handling (Drop-Off): Filing requests submitted in person with a $15 special handling fee, and name reservation and information requests submitted in person with a $10 special handling fee, receive priority processing over requests submitted to the Sacramento office by mail. Special handling fees are in addition to applicable filing, reservation or order fees, should be included in a separate check, and are retained whether documents/requests are filed/processed or rejected. The average processing time for special handling services is generally three to seven business days.

    * Preclearance and Expedited Filing: (Sacramento office only) Filings submitted in person to the Sacramento office for preclearance prior to an intended file date or for expedited processing are guaranteed to be processed within a specified time frame.

 http://starpas.azcc.gov/

Certificates of Election/Dissolution - Domestic Stock Corporations

*  The name of the corporation, as stated on the dissolution document(s), must match exactly the name of the corporation as it appears on our records, including punctuation.

    * If the election to wind up and dissolve was made by a vote of all of the issued and outstanding shares, dissolution of a domestic stock corporation may be accomplished by filing a single document. The document, entitled Certificate of Dissolution, must include the statement: "The election to wind up and dissolve was made by a vote of all of the shares." (California Corporations Code sections 1901(c) and 1905(a)(5).)

    * If the election to dissolve was made by less than 100% shareholder approval, or if no shares are outstanding, both a Certificate of Election to Wind Up and Dissolve and a Certificate of Dissolution must be filed. (California Corporations Code sections 1901 and 1905.)

    * The Certificate of Election to Wind Up and Dissolve and/or the Certificate of Dissolution must be properly verified under penalty of perjury and include the actual date of signing. (California Corporations Code sections 173, 193, 1901 and 1905.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification cannot be postdated. (California Corporations Code section 193.)

    * The certificate(s) must be signed and verified by the appropriate individual(s), not by the corporation. (California Corporations Code section 193.) Any indication of the corporation on, above or near the signature line, other than the title(s) of the designated individual(s) signing the certificate(s), must be omitted.

    * The Certificate of Dissolution must be signed and verified by a majority of directors (or the sole director, if there is only one). (California Corporations Code sections 193 and 1905(a).)

    * The Certificate of Dissolution must include a statement concerning the disposition of the corporation's known debts and liabilities. The certificate must state that the known debts and liabilities have been paid, or that the corporation never incurred any known debts or liabilities, or that the known debts and liabilities have been adequately provided for. If there are known debts and liabilities for which adequate provision has been made, the certificate must set forth what provision has been made, including the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made, or any other information necessary to enable the creditor to claim payment of the debt or liability. (California Corporations Code section 1905(a)(2).)

    * The Certificate of Dissolution must include the statement: "The corporation is dissolved." (California Corporations Code section 1905(a)(4).)

California Articles of, Incorporation Domestic Nonprofit Corporations

# While not required to name initial directors in Articles of Incorporation, if initial directors are named, all initial directors must sign and acknowledge the articles. (California Corporations Code sections 5120(b)  [public benefit], 7120(b)  [mutual benefit] or 9120(b)  [religious].)

# When an acknowledgment is required, the articles may be formally acknowledged or acknowledged by written declaration as prescribed by California Corporations Code section 5030. A sample of an acceptable acknowledgment by written declaration is: "I declare that I am the person who executed the document, which execution is my act and deed."

# If initial directors are not named in the Articles of Incorporation, the articles shall be signed by one or more persons who thereupon are the incorporators of the corporation. California Corporations Code sections 5120(b) [public benefit], 7120(b) [mutual benefit] or 9120(b) [religious].)

# A mutual benefit corporation cannot do any of the following: (a) use the word "foundation" in the corporate name; (b) create the impression that the corporate purpose is public, charitable, or religious; or (c) create the impression that it is a charitable foundation. (California Corporations Code section 7122(b).)

# Generally, the purpose clause must state the exact language as prescribed by California Corporations Code sections 5130(b) [public benefit], 7130(b)(1) [mutual benefit] or 9130(b) [religious], as applicable. Unless otherwise required by law, any deviation from the required purpose statement can be cause for rejection.

# If the corporation is a public benefit corporation and the purpose includes "public" purposes, the articles must include an additional description of the corporation's purposes. (California Corporations Code section 5130(b).)

# California Corporations Code sections 5130(c) [public benefit], 7130(c) [mutual benefit] or 9130(c) [religious], require the articles to set forth the name of the initial agent for service of process in compliance with California Corporations Code sections 6210(b) [public benefit and religious] or 8210(b) [mutual benefit]. If the initial agent for service of process is an individual, the articles must set forth the address for purposes of service of process. If the initial agent for service of process is a corporation (which corporation must comply with California Corporations Code section 1505 prior to designation), no address is to be stated. Please note, a corporation cannot act as its own agent.

# The Board of Directors cannot be given unlimited authority to make, alter, amend or repeal bylaws of the corporation. Once members have been admitted, California Corporations Code sections 5151(b) [public benefit], 7151(b) [mutual benefit] and 9151(b) [religious], require member approval for bylaw changes in the number or maximum and minimum number of directors.

# The articles may set forth the number of directors of the corporation in compliance with California Corporations Code sections 5151(a) [public benefit], 7151(a) [mutual benefit] and 9151(a) [religious]. If the number of directors is set forth, the number must be either a specified number, or a range identifying an acceptable minimum and maximum number of directors -- but not both.

# Indemnification provisions must match exactly the requirements of California Corporations Code sections 5238 [public benefit], 7237 [mutual benefit] or 9246 [religious]. The Code does not provide for a shorthand phrase to encompass the indemnification provision or excess indemnification provision as with stock corporations.

# All memberships have exactly the same rights, preferences, privileges and restrictions unless the articles or bylaws provide specification as to memberships with different rights, preferences, privileges, restrictions or conditions (e.g. classes of memberships). (California Corporations Code sections 5330, 5331 [public benefit]; 7330, 7331 [mutual benefit]; 9330, 9331 [religious].)

Articles of Incorporation - California Domestic Professional Corporations

# While not required to name initial directors in Articles of Incorporation, if initial directors are named, all initial directors must sign and acknowledge the articles. (California Corporations Code sections 200(b)  and 13403.)

# When an acknowledgment is required, the articles may be formally acknowledged or acknowledged by written declaration as prescribed by California Corporations Code section 149. A sample of an acceptable acknowledgment by written declaration is: "I declare that I am the person who executed the document, which execution is my act and deed."

# If initial directors are not named in the Articles of Incorporation, the articles shall be signed by one or more persons who thereupon are the incorporators of the corporation. (California Corporations Code section 200(b).)

# The proposed name must comply with the law governing the profession for which the professional corporation is engaged. (Corporation Code section 13409(a).)

# The purpose clause must state the exact language as prescribed by California Corporations Code section 202(b)(1)(ii). Any deviation from the required purpose statement can be cause for rejection. In addition, the articles must include a separate statement similar to the following: "This corporation is a professional corporation within the meaning of Part 4, Division 3, Title 1 of the California Corporations Code."; or "This corporation is a professional corporation within the meaning of the Moscone-Knox Professional Corporation Act." (California Corporations Code sections 202(b)(1)(ii) and 13404.)

# California Corporations Code section 202(c) requires the articles to set forth the name of the initial agent for service of process in compliance with California Corporations Code section 1502(b). If the initial agent for service of process is an individual, the articles must set forth the address for purposes of service of process. If the initial agent for service of process is a corporation (which corporation must comply with California Corporations Code section 1505 prior to designation), no address is to be stated. Please note, a corporation cannot act as its own agent.

# If a corporation is authorized to issue only one class of shares, California Corporations Code section 202(d) requires the articles to include a statement as to the total number of shares the corporation is authorized to issue.

# If a corporation is authorized to issue more than one class of shares, or if any class of shares has two or more series, California Corporations Code section 202(e) requires the articles to include: (a) the total number of shares of each class; (b) the total number of shares for each series; (c) the designation of each class or series; and (d) the rights, preferences, privileges, and restrictions of the respective classes or series. The articles may also delegate to the board of directors the power to designate: (a) the number of shares in a series; (b) the designation of a series; and (c) the rights, preferences, privileges, and restrictions of any unissued class or series of shares.

Note: All shares of a series or class of stock must have exactly the same rights, preferences, privileges and restrictions. (California Corporations Code sections 13403 and 400(b).) Particular holders of a class or series of stock cannot be granted special or separate corporate rights not granted to holders of other shares of the same series or class.

# The articles may set forth the number of directors of the corporation in compliance with California Corporations Code sections 212(a) and 13403. If the number of directors is set forth, the number must be either a specified number, or a range identifying an acceptable minimum and maximum number of directors -- but not both. The minimum number in a range cannot be less than three and the maximum number cannot exceed the minimum by more than two times the minimum minus one (e.g., not less than three nor more than five).

# A professional medical corporation may establish in its articles or bylaws the manner in which its directors are selected and removed, their powers, duties, and compensation. (California Corporations Code section 13403.)

# Indemnification and elimination of director liability provisions must match the requirements of California Corporations Code sections 204(a)(10), 204(a)(11) and 317. Therefore, rather than attempting to paraphrase the applicable statutes, a statement authorizing indemnification "to the fullest extent permissible under California law," and the statement that "The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law," are all that are necessary to provide the maximum indemnification for corporate agents and elimination of director liability to the fullest extent allowed. (California Corporations Code sections 13403, 204.5 and 317(g).)

California Articles of Incorporation - Domestic Stock Corporations

# While not required to name initial directors in Articles of Incorporation, if initial directors are named, all initial directors must sign and acknowledge the articles. (California Corporations Code section 200(b).)

# When an acknowledgment is required, the articles may be formally acknowledged or acknowledged by written declaration as prescribed by California Corporations Code section 149. A sample of an acceptable acknowledgment by written declaration is: "I declare that I am the person who executed the document, which execution is my act and deed."

# If initial directors are not named in the Articles of Incorporation, the articles shall be signed by one or more persons who thereupon are the incorporators of the corporation. (California Corporations Code section 200(b).)

# The purpose clause must state the exact language as prescribed by California Corporations Code section 202(b). Any deviation from the required purpose statement can be cause for rejection.

# The articles cannot include any additional statement of purpose except by way of limitation or except as expressly required by any law of this state or any federal or other statute or regulation. (California Corporations Code section 202(b).)

# California Corporations Code section 202(c) requires the articles to set forth the name of the initial agent for service of process in compliance with California Corporations Code section 1502(b). If the initial agent for service of process is an individual, the articles must set forth the address for purposes of service of process. If the initial agent for service of process is a corporation (which corporation must comply with California Corporations Code section 1505 prior to designation), no address is to be stated. Please note, a corporation cannot act as its own agent.

# If a corporation is authorized to issue only one class of shares, California Corporations Code section 202(d) requires the articles to set forth a statement as to the total number of shares the corporation is authorized to issue.

# If a corporation is authorized to issue more than one class of shares, or if any class of shares has two or more series, California Corporations Code section 202(e) requires the articles to designate: (a) the total number of shares of each class; (b) the total number of shares for each series; (c) the designation of each class or series; and (d) the rights, preferences, privileges, and restrictions of the respective classes or series. The articles may also delegate to the board of directors the power to designate: (a) the number of shares in a series; (b) the designation of a series; and (c) the rights, preferences, privileges, and restrictions of any unissued class or series of shares.

Note: All shares of a series of stock must have exactly the same rights, preferences, privileges and restrictions. (California Corporations Code section 400(b).) Particular holders of a series of stock cannot be granted special or separate corporate rights not granted to holders of other shares of the same series.

# There is no legal authority for the Articles of Incorporation to grant greater authority or special powers over Board decisions to one or more specific directors. As an alternative to a majority vote or special powers delegated to certain directors, approval of a supermajority (up to 100%) of directors may be inserted as a provision in the articles for most corporate actions under California Corporations Code section 204(a)(5). Also, to ensure that a particular class or series of shareholders are represented, a requirement can be added for approval of the particular class or series of shareholders as provided in California Corporations Code section 204(a)(9).

# A corporation may provide in their Articles of Incorporation for one or more classes or series of shares to be redeemable in whole or in part upon the vote of at least a majority of the outstanding shares of the class or series to be redeemed. (California Corporations Code section 402(a).)

# If a corporation does not redeem all the shares of a class or series at the same time, the articles must state for the partial redemption "the method of selecting the shares to be redeemed, which may be pro rata, by lot, at the discretion of, or in a manner approved by, the board or upon such terms as are specified in the articles." (California Corporations Code section 402(b).)

# California Corporations Code section 407 provides three options for dealing with fractional shares when a corporation chooses not to issue them: (a) pay the fair value in cash; (b) issue scrip or warrants; or (c) arrange for the disposition of the fractional shares through a broker or agent to allow holders of fractional shares to buy or sell their fractional shares to bring their holdings to a whole number. If the corporation chooses to pay in cash for the fractions of a share, the reference in the articles should be to "fair value," rather than "conversion price" or some other stated price since the stated price of the preferred share may not be "fair value" for the fractional share of common stock to which the shareholder is entitled at the time of conversion. (California Corporations Code section 407.)

# The Board of Directors cannot be given unlimited authority to make, alter, amend or repeal bylaws of the corporation. California Corporations Code section 212(a) requires shareholder approval for bylaw changes in the number or maximum and minimum number of directors.

# The Articles of Incorporation may set forth the number of directors of the corporation in compliance with California Corporations Code section 212(a). If the number of directors is set forth, the number must be either a specified number or a range identifying an acceptable minimum and maximum number of directors -- but not both. The minimum number in a range cannot be less than three and the maximum number cannot exceed the minimum by more than two times the minimum minus one (e.g., not less than three nor more than five).

# California Corporations Code section 303 places restrictions on the removal of directors that have been elected by cumulative voting. A director elected by cumulative voting only can be removed without cause by the same cumulative voting standards, so that a majority vote is inapplicable.

# Indemnification and elimination of director liability provisions must match the requirements of California Corporations Code sections 204(a)(10), 204(a)(11) and 317. Therefore, rather than attempting to paraphrase the applicable statutes, a statement authorizing indemnification "to the fullest extent permissible under California law," and the statement that "The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law," are all that are necessary to provide the maximum indemnification for corporate agents and elimination of director liability to the fullest extent allowed. (California Corporations Code sections 204.5 and 317(g).)

Starting A Business in California

When starting a new business, there are many important decisions to make and many rules and procedures that must be addressed. While there is no single source for all filing requirements, the following steps have been developed to assist you in starting your business.
Step 1

It is helpful to begin with a business plan.  A business plan is a blueprint of every aspect of your business.  Sales, Marketing, Advertising, Promotion and Location are just some of the categories to consider when creating a plan.  Click on the following link to the US Small Business Administration to find a tutorial on how to create a business plan.
Step 2

If you would like help deciding on a location for your business, visit the California Business Investment Services (CalBIS) section of the California Labor & Workforce Development Agency website. CalBIS provides tailored site selection services for businesses, real-estate executives, and site selection consultants.
Step 3

Choose a business structure. Select a business entity type from the following list for a brief overview of the principal types of legal business structures available in California. Private legal and tax advisors should be consulted before making a determination as to the type of business entity to form.

    * Corporation
    * Limited Liability Company
    * Limited Partnership
    * General Partnership
    * Limited Liability Partnership
    * Sole Proprietorship

Step 4

Your next step will be to file your tax and employer identification documents.
Step 5

Most businesses require licenses or permits in order to operate. Please click on each of the resources below to determine if your business requires any licenses or permits.

    * CalGOLD (California Government: On-Line to Desktops)
    * Department of Consumer Affairs

Certificates of Determination - Domestic Stock Corporations

# The name of the corporation, as stated on the Certificate of Determination, must match exactly the name of the corporation as it appears on our records, including punctuation.

# The rights, preferences, privileges, and restrictions of shares with terms fixed by the board of directors must be set forth in an Officers' Certificate prior to the issuance of those shares. (California Corporations Code sections 173, 193 and 401.)

# If a corporation chooses a form of Officers' Certificate whereby the rights, preferences, privileges, and restrictions of shares with terms fixed by the board of directors are contained in an attachment or exhibit, the Officers' Certificate must include language that the attachment or exhibit is "incorporated by reference as if fully set forth" in the officers' certificate. (California Corporations Code sections 193 and 401.)

# The contents of the certificate must be verified under penalty of perjury, dated and be of the personal knowledge of the officers signing the certificate. (California Corporations Code sections 173 and 193.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification must be dated the actual date it is signed and must be submitted to the Secretary of State for filing close in time to the date it is signed. The verification cannot be postdated. (California Corporations Code section 193.)

# The certificate must be signed and verified by the appropriate officers, not by the corporation. (California Corporations Code sections 173 and 193.) Any indication of the corporation on, above or near the signature line, other than the titles of the officer(s) signing the certificate, must be omitted.

# Although California Corporations Code section 401 allows the board of directors by way of resolution to designate and set forth the rights, preferences, privileges, and restrictions, this action by the board must be first authorized in its articles. (California Corporations Code sections 202(e) and 401(a).) If the corporation has not provided such authorization in its articles, the designation, number, rights, preferences, privileges and restrictions must be set forth in an amendment to the articles, rather than a Certificate of Determination setting forth a board resolution. (See California Corporations Code sections 202(e) and 401(a).)

# California Corporations Code section 401(a) requires the Officers' Certificate to set forth separately: (1) a copy of the resolution; (2) the number of shares of the class or series; and (3) that none of the shares of the class or series have been issued.

# Any increase or decrease in the number of shares in a series by way of resolution after any Certificate of Determination has been filed, and if authorized in the articles, must meet the requirements of California Corporations Code section 401(c), and set forth separately: 1) a copy of the resolution; 2) the number of shares of the series then outstanding; and 3) the increase or decrease in the number of shares constituting the series.

California Corporation Amendments/Restatements

# The name of the corporation, as stated on the Certificate of Amendment or Restated Articles of Incorporation, must match exactly the name of the corporation as it appears on our records. Punctuation should match also.

# The amendment or restatement must be set forth in an Officers' Certificate. If a corporation chooses a form of Officers' Certificate whereby the provisions of an amendment or amended and restated articles are contained in an attachment or exhibit, the Officers' Certificate must include language that the attachment or exhibit is "incorporated by reference as if fully set forth" in the officers' certificate. (California Corporations Code sections 905 and 910.)

# The certificate must be signed and verified by two appropriate corporate officers. (California Corporations Code sections 173, 193, 905, 907 and 910.) A sample of an acceptable verification is: "We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct and of our own knowledge." The verification must be dated the actual date it is signed. The verification cannot be postdated. (California Corporations Code section 193.)

# The certificate must be signed and verified by the appropriate individual(s), not by the corporation. (California Corporations Code sections 193.) Any indication of the corporation on, above or near the signature line, other than the title(s) of the designated individual(s) signing the certificate, must be omitted.

# The Officers' Certificate must set forth the number of outstanding shares of each class and series entitled to vote and specify for each the percentage vote required by California Corporations Code sections 902 and 903 for passage of the amendment, as well as any additional vote required by protective provisions in the prior articles.(California Corporations Code section 905(c).)

# The corporation has only one initial agent for service of process whose information is contained in the initial Articles of Incorporation. The name and/or address of the initial agent for service of process cannot be changed by way of amendment, except to correct an error in the statement. (California Corporations Code section 900(b).) To change the agent for service of process, the corporation must file the statement required by California Corporations Code section 1502. After filing the statement required by section 1502, the agent for service of process provision must be omitted from restatements of the corporation's articles. (California Corporations Code sections 1502 and 910(a).)

# If a corporation is authorized to issue more than one class of shares, or if any class of shares has two or more series, California Corporations Code section 202(e) requires the articles to designate: (a) the total number of shares of each class; (b) the total number of shares for each series; (c) the designation of each class or series; and (d) the rights, preferences, privileges, and restrictions of the respective classes or series. The articles may also delegate to the board of directors the power to designate: (a) the number of shares in a series; (b) the designation of a series; and (c) the rights, preferences, privileges, and restrictions of any unissued class or series of shares.

# There is no legal authority for the Articles of Incorporation to grant greater authority or special powers over Board decisions to one or more specific directors. As an alternative to a majority vote or special powers delegated to certain directors, approval of a supermajority (up to 100%) of directors may be inserted as a provision in the articles for most corporate actions under California Corporations Code section 204(a)(5). Also, to ensure that a particular class or series of shareholders are represented, a requirement can be added for approval of the particular class or series of shareholders as provided in California Corporations Code section 204(a)(9).

# A corporation may provide in its Articles of Incorporation for one or more classes or series of shares to be redeemable in whole or in part upon the vote of at least a majority of the outstanding shares of the class or series to be redeemed. (California Corporations Code section 402(a).)

# If a corporation does not redeem all the shares of a class or series at the same time, the articles must state for the partial redemption "the method of selecting the shares to be redeemed, which may be pro rata, by lot, at the discretion of, or in a manner approved by, the board or upon such terms as are specified in the articles." (California Corporations Code section 402(b).)

# California Corporations Code section 407 provides three options for dealing with fractional shares when a corporation chooses not to issue them: (a) pay the fair value in cash; (b) issue scrip or warrants; or (c) arrange for the disposition of the fractional shares through a broker or agent to allow holders of fractional shares to buy or sell their fractional shares to bring their holdings to a whole number. If the corporation chooses to pay in cash for the fractions of a share, the reference in the articles should be to "fair value," rather than "conversion price" or some other stated price since the stated price of the preferred share may not be "fair value" for the fractional share of common stock to which the shareholder is entitled at the time of conversion. (California Corporations Code section 407.)