ORGANIZATION OF CALIFORNIA PROFESSIONAL CORPORATIONS
Business corporations authorized to issue stock, excluding such special organizations as cooperatives, credit unions, etc., are organized under the General Corporation Law, and particularly Title 1, Division 1, Chapter 2.
California Corporations Code
California Corporations Code Sections 200-202 outline the minimum requirements of Articles of Incorporation for stock corporations. Section 13400, et seq. of the Code specifically deals with statutory professional corporations. The attached sample has been drafted to meet minimum statutory requirements. The sample may 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 corporation’s specific business needs, which may require the inclusion of special permissive provisions. Not all professions are authorized to form as professional corporations. For verification as to the acceptability of a particular profession, please contact the California State Board or Agency having jurisdiction over that profession.
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.
PLEASE NOTE: Businesses incorporating in California are subject to California corporation franchise tax requirements until such time as they formally dissolve. Information regarding franchise tax requirements can be obtained from the Franchise Tax Board’s Internet Web site or by calling the Franchise Tax Board at 1-800- 852-5711.
The original and at least two copies of the Articles of Incorporation should be included with your submittal. The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified upon request and payment of the $8.00 per copy certification fee.
Documents can be mailed or hand delivered for over-the-counter processing to the Sacramento office at:
Business Programs Division (916) 657-5448
1500 11th Street
Sacramento, CA 95814
Attention: Document Filing Support Unit
OR
can be hand delivered for over-the-counter processing to any of the regional offices located in:
Fresno (559) 445-6900
1315 Van Ness Avenue, Suite 203
Fresno, CA 93721-1729
Los Angeles (213) 897-3062
The Ronald Reagan Building
12th Floor South Tower, Room 12513
300 South Spring Street
Los Angeles, CA 90013-1233
San Diego (619) 525-4113
1350 Front Street, Suite 2060
San Diego, CA 92101-3609
San Francisco (415) 557-8000
455 Golden Gate Avenue, Suite 14500
San Francisco, CA 94102-7007
CORPORATION NOTES:
Cash is accepted only in the Sacramento office.
Duplicate original documents must be submitted when filing in any of the regional offices.
Regional offices do not process mailed in documents.
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.
Preclearance or expedited filing of eligible corporate documents can be requested in a specified time frame, for an additional fee (in lieu of the $15.00 special handling fee), as described in the Preclearance/Expedited Filing Service Information. The preclearance/expedited filing service is not available
in the regional offices.
When forming a new corporation you may need to contact one or more of the following agencies for additional information:
The Franchise Tax Board – for information regarding California franchise tax requirements.
The Board of Equalization – for information regarding California sales tax and/or use tax liability.
California Department of Corporations – for information regarding issuance and sale of securities in California; Franchise Investment Law; Personal Property Brokers Law and/or Escrow Law requirements.
The Department of Consumer Affairs – for information regarding California licensing requirements.
The Employment Development Department – for information regarding disability unemployment insurance tax.
The Department of Industrial Relations, Division of Worker’s Compensation – for information regarding workman’s compensation requirements.
California city and/or county clerk and/or recorder where the principal place of business is located – for information regarding business licenses, fictitious business names (if doing business under a name other than the corporate name), and for specific requirements regarding zoning, building permits, etc.
based on the business activities of the corporation.
The Internal Revenue Service (IRS) – for information regarding federal employer identification numbers.
The Secretary of State does not license corporations or business entities.
For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the business, e.g. Contractors’ State License Board.
Courtesy of: California Secretary of State, Business Programs Division
Self Incorporation: Should you opt for incorporating by yourself,you may find this information useful for self-incorporating your California corporation.
With Form A Corp, you can avoid the hassle of waiting hours in line or the confusion of how to incorporate. Save your time by Incorporating with Form A Corp.
