S-Corp Information – California

Address of state corporation department:
California Secretary of State
Attention: Document Filing Support Unit
1500 11th Street
Sacramento CA 95814
Telephone: (916) 657-5448
State web address: http://www.state.ca.us/
State law reference: California Corporations Code, Division 1 (Sections 100+).
Title of filing: Articles of Incorporation.
Filing Fees: $100.
Other fees: Minimum franchise tax upon filing, $800. More information about California franchise taxes may be
obtained at http://www.ftb.ca.gov/.
Name reservation: Reservable for 60 days for $10 fee. (Section 201(c)).
Name requirements: Corporation, Incorporated, Limited, or abbreviation. (Section 202).
Incorporator requirements: One or more persons, partnerships, associations, or domestic or foreign corporations.
(Section 200(a)).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 202(b)(1)(i)). Special
provisions apply to professional corporations, insurers and banks. (Section 202(b)(1)(ii), (2), (3), (4)).
Director requirements: Three (unless fewer than three shareholders, then same amount). (Section 212(a)).
Paid-in capital requirements: None.
Annual report requirement: Yes, to Secretary of State. (Section 1502). Filing and disclosure fee of $25. Annual
filing agent statement, $10.
Publication requirements: None.
Other provisions: If initial directors are named in the Articles, they must sign the Articles of Incorporation. If
initial directors are not named in the Articles, one or more incorporators must sign the Articles of Incorporation.
(Section 200). No preemptive rights unless granted in Articles. (Section 204(a)(2)). The Articles must contain this
exact statement: “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.” If another corporation is designated as the new corporation’s registered agent, the new corporation must
file a certificate designating the corporation as the registered agent under Section 1505. Filing fee is $30.