To file Articles of Incorporation in California, submit Form ARTS-GS to the Secretary of State’s Business Programs Division with a $100 filing fee for a standard stock corporation. The fastest route is the bizfile Online portal; you can also mail the form or drop it off in person in Sacramento. The articles themselves are short, but four pieces of information have to be right, and several obligations kick in the moment your filing is accepted.1California Secretary of State. Starting a Business – Entity Types
What the Articles Must Contain
California Corporations Code Section 202 sets out the required contents. The Secretary of State provides a fill-in-the-blank form (ARTS-GS for stock corporations), so you’re not drafting from scratch, but you do need to supply four things.2California Legislative Information. California Corporations Code 202
- A corporate name that complies with California’s naming rules.
- A statement of purpose. Most corporations use the broad standard language covering “any lawful act or activity” under California’s General Corporation Law. Professional corporations, insurers, and banks use different purpose language required by their regulatory codes.
- The name and California street address of an agent for service of process.
- The total number of shares the corporation is authorized to issue. If you plan multiple classes of shares with different voting or dividend rights, the articles must describe each class.
You can add optional provisions (limiting director liability, requiring supermajority votes, restricting share transfers for a close corporation), but none of these are required for acceptance. Keep the articles lean. Anything not required by statute is usually better handled in bylaws, which are easier to change later.
Naming Rules That Actually Get Filings Rejected
Your proposed name must be distinguishable from every other business entity already on file with the Secretary of State. “Distinguishable” means more than a comma or a swapped letter, and the Secretary of State’s office makes the final call even when the online database search suggests a name is available.3Cornell Law School. California Code of Regulations 2 CCR 21001.1 – Corporate Names
The name must include a corporate identifier: “Corporation,” “Incorporated,” “Limited,” or an abbreviation like “Corp.,” “Inc.,” or “Ltd.”4California Secretary of State. Business Entity Name Regulations and Additional Statutory Requirements and Restrictions
Certain words trigger extra requirements. Using “bank,” “trust,” or “trustee” requires a certificate of approval from the Commissioner of Business Oversight attached to your articles. An insurer needs a certificate from the California Insurance Commissioner. Words implying government affiliation, such as “Agency,” “Department,” “Bureau,” or “Commission,” are presumed misleading and will likely be rejected.4California Secretary of State. Business Entity Name Regulations and Additional Statutory Requirements and Restrictions
A name being available at the Secretary of State’s office does not mean it’s safe to use. Someone else may hold common law trademark rights based on prior use in a geographic area, and federal registrations may cover the name nationwide. Search the U.S. Patent and Trademark Office database before you commit, keeping in mind that it only lists federal applications and registrations.5United States Patent and Trademark Office. Why Register Your Trademark
Naming an Agent for Service of Process
Every California corporation must designate an agent for service of process in its articles. This is the person or company authorized to receive lawsuits, subpoenas, tax notices, and other legal documents on the corporation’s behalf. The agent must have a physical street address in California. P.O. boxes and “in care of” addresses are not allowed.6California Secretary of State. Registered Corporate Agent for Service of Process
You can name yourself or another individual, or you can hire a registered agent service. Naming an individual saves money, but someone has to be physically present at the listed address during business hours to accept service. If no one is there when a process server arrives, you could miss a lawsuit and end up with a default judgment against the corporation.
Professional registered agent services typically charge $100 to $300 per year. They keep a founder’s home address off public filings and forward documents promptly. If your agent’s information later changes, update it through a new Statement of Information.
How to File and What It Costs
You file with the Secretary of State’s Business Programs Division. There are three options.7California Secretary of State. Contact Information – Business Programs
- Online, through the bizfile portal at bizfileOnline.sos.ca.gov. You’ll create an account first. This is the fastest standard channel.
- By mail to the Sacramento office. Mailed filings process the slowest, behind drop-off and online submissions.
- In person at 1500 11th Street in Sacramento during business hours. Drop-offs receive priority over mail and carry a $15 special handling fee per filing on top of the base fee.8California Secretary of State. Service Options
Fees
The base filing fee for a stock corporation is $100. A nonprofit corporation, with articles that do not provide for shares, pays $30. A certified copy of your filed articles adds $5 for the certification plus per-page copy charges.9California Secretary of State. Business Entities Fee Schedule
Two expedite tiers are available both online and in person:
- 24-hour service: $350.
- Same-day service: $750, and the filing must be submitted by 9:30 a.m.8California Secretary of State. Service Options
Expedite fees stack on top of the base fee. Same-day incorporation of a stock corporation therefore costs $850 before any certified copy charges.
What to Do Right After the Articles Are Filed
Getting your articles accepted is the starting line. Several obligations attach immediately, and missing them can lead to penalties or suspension of your corporate powers.
File an Initial Statement of Information
Every corporation must file an initial Statement of Information (Form SI-550 for stock corporations) within 90 days of the articles being filed, then annually during its filing period. The form reports officers, directors, the registered agent, and the principal business address. If you skip it, the Secretary of State can suspend or forfeit the corporation independently of any action by the Franchise Tax Board.10California Legislative Information. California Corporations Code 1502
Get an EIN
Your corporation needs a federal Employer Identification Number before it can open a bank account, hire employees, or file tax returns. Apply using IRS Form SS-4; the online application at irs.gov is free and issues the EIN immediately. You’ll need the corporation’s legal name exactly as it appears in the articles (including “Inc.” or “Corp.”), the name and Social Security number of a responsible party, the corporation’s address, and its fiscal year-end month.11Internal Revenue Service. Instructions for Form SS-4 Application for Employer Identification Number
Adopt Bylaws and Hold an Organizational Meeting
The articles create the corporation; the bylaws govern how it runs, including how directors are elected, when shareholder meetings happen, what officers exist, and how votes are counted. California does not require you to file bylaws anywhere, but you do have to adopt them. The standard approach is an organizational meeting of the initial directors (or the incorporator, if no directors were named in the articles) at which the board adopts bylaws, elects officers, authorizes share issuance, and approves opening a bank account. Document everything in written minutes and keep them.
Plan for the $800 Franchise Tax
California imposes a minimum $800 annual franchise tax on every corporation doing business in the state, payable to the Franchise Tax Board. Corporations formed on or after January 1, 2020, are exempt from this minimum during their first taxable year, so the $800 first comes due in year two.12Franchise Tax Board. Corporations
Starting in the second taxable year, the $800 minimum is due by the 15th day of the fourth month of the tax year (April 15 for calendar-year filers). You owe it even if the business is inactive or operating at a loss.13Franchise Tax Board. C Corporations
Federal Beneficial Ownership Reporting
As of March 2025, FinCEN removed the Beneficial Ownership Information reporting requirement for entities formed in the United States. Domestic corporations, including new California corporations, no longer need to file BOI reports. The requirement now applies only to foreign entities registered to do business in the U.S.14FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for US Companies and US Persons
Changing the Articles Later
When something fundamental changes, such as the corporate name, the number of authorized shares, or the stated purpose, you file a Certificate of Amendment with the Secretary of State.
Before any shares have been issued, the board of directors or the incorporator can approve amendments on their own. After shares are outstanding, amendments generally require both board approval and approval by a majority of the outstanding shares. Certain changes that affect a specific class of shares may also require a separate class vote, even where those shares don’t normally carry voting rights.15Justia. California Corporations Code Section 900-911 – Chapter 9 Amendment of Articles
The filing fee for a Certificate of Amendment is $30. Expedite rates match original filings: $350 for 24-hour, $750 for same-day.16California Secretary of State. Certificate of Amendment of Articles of Incorporation
What Happens If You Fall Behind
Both the Franchise Tax Board and the Secretary of State have independent authority to suspend or forfeit a corporation. The FTB suspends corporations that fail to file tax returns or pay the $800 minimum franchise tax. The Secretary of State suspends corporations that fail to file the required Statement of Information. You can be suspended by both agencies at the same time.17Franchise Tax Board. My Business Is Suspended
A suspended corporation loses its rights, powers, and privileges to do business in California. You cannot bring or defend a lawsuit, so if someone sues while your corporation is suspended, you can’t fight back in court. Contracts entered while suspended are voidable by the other party and unenforceable by you.17Franchise Tax Board. My Business Is Suspended
To revive a suspended corporation you have to clear every delinquency: file all past-due tax returns, pay all outstanding balances with penalties and interest, file any missing Statements of Information, and submit a revivor request (Form FTB 3557 BC for corporations). The FTB treats any period without a return as owing at least the $800 minimum, so multi-year lapses add up quickly.17Franchise Tax Board. My Business Is Suspended