California Form ARTS-PC is the articles of incorporation you file with the Secretary of State to create a professional corporation. It costs $100, runs a single page of numbered items, and covers the corporate name, a required professional corporation purpose statement, an agent for service of process, a California street address, the number of authorized shares, and the incorporator’s signature.1Secretary of State. Form ARTS-PC – Articles of Incorporation – Professional Corporation The form is short. Getting it right matters because the Secretary of State rejects filings that use the wrong name format, omit the professional corporation statement, or leave the share authorization blank.
Picking a Name That Will Be Accepted
Your corporate name has to end with an entity identifier. The Secretary of State accepts “Professional Corporation,” “PC,” “Corp,” “Corporation,” “Incorporated,” “Inc,” and similar variations.2California Secretary of State. California Code of Regulations – Business Entity Names That is the floor. Your licensing board layers its own rules on top.
Medical corporations, for example, generally must use the surname of a current, prospective, or former physician shareholder unless the Medical Board has granted a fictitious name permit.3Legal Information Institute. California Code of Regulations Title 16 Section 1677 – Name Style-Corporation The State Bar imposes separate naming rules for law corporations. Confirm your name with the board that regulates your profession before you file.
The name also has to be distinguishable from every business entity already on file. Run a free name search through the bizfile Online portal before you commit to a name.4California Secretary of State. bizfile
Completing Each Item on the Form
Download Form ARTS-PC from the Secretary of State’s business forms page, or fill it out directly through bizfile Online.5Secretary of State. BizFile Online Forms Here is what goes in each numbered item.
Item 1: Corporate Name
Enter the full legal name, including the entity identifier, exactly as you want it on the official record. There is no way to fix a typo without filing a separate amendment, so proofread it.
Item 2: Purpose Statement
This item is where filings most often go wrong. It requires a specific declaration that the corporation is a professional corporation within the meaning of Part 4 of Division 3 of the California Corporations Code, the Moscone-Knox Professional Corporation Act.6California Legislative Information. California Corporations Code Section 13400 – Moscone-Knox Professional Corporation Act The form pre-prints the language. You fill in the blank with the single profession the corporation will practice.
Section 13404 of the Corporations Code makes this statement mandatory, and Section 202 separately requires that articles for a professional corporation include the Section 13404 statement.7California Legislative Information. California Corporations Code CORP Section 13404 – Articles of Incorporation8California Legislative Information. California Corporations Code Section 202 – Articles of Incorporation Omitting it, or naming the wrong profession, results in a rejection.
Item 3: Agent for Service of Process
Every California corporation designates an agent for service of process, meaning the person or registered corporate agent who will accept lawsuits and legal notices on the corporation’s behalf.9California Secretary of State. Service of Process You pick one of two options.
An individual agent must be a California resident. Enter the person’s full name and a California street address; no P.O. boxes and no “in care of” addresses.
A registered corporate agent must have a current agent registration certificate on file with the Secretary of State. Enter the company’s name exactly as it appears in that registration.
Pick one or the other. If you fill in both an individual and a registered corporate agent, the filing will be returned.10Justia. Instructions for Completing the Articles of Incorporation of a Professional Corporation
Item 4: Street Address
Enter the corporation’s initial California street address, and its mailing address if different. The street address is the physical location and cannot be a P.O. box.
Item 5: Authorized Shares
Enter the total number of shares the corporation is authorized to issue. You cannot leave the field blank and you cannot enter zero. At least one share must be authorized. Form ARTS-PC handles only a single class of shares; if you need multiple share classes with different voting rights or preferences, you have to draft custom articles instead of using this form.10Justia. Instructions for Completing the Articles of Incorporation of a Professional Corporation Single-practitioner corporations commonly authorize 100 or 1,000 shares, but you can authorize more if you expect to add licensed shareholders later.
Incorporator Signature
The incorporator prints and signs at the bottom. The incorporator does not have to be a shareholder, officer, or director; the role is limited to executing the formation document. Do not add a professional title next to the signature. If more than one person is signing, every signature has to appear on the same form or on a single attached page clearly marked as an attachment. Submitting separate signed copies of the form will get the filing returned.10Justia. Instructions for Completing the Articles of Incorporation of a Professional Corporation
How to File and Pay the $100 Fee
You have two ways to submit the completed form.
- Online through bizfile. Upload the form at bizfileonline.sos.ca.gov and pay the $100 fee electronically.1Secretary of State. Form ARTS-PC – Articles of Incorporation – Professional Corporation
- By mail. Send the original signed form with a check or money order for $100 payable to the Secretary of State to: Secretary of State, Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600.11California Secretary of State. Contact Information – Business Entities
Add $5 to your payment if you want a certified copy of the filed articles.12California Secretary of State. Business Entities Records – Order Form Banks and professional liability insurers often ask for one when you open accounts or bind coverage.
Processing times vary with volume. The Secretary of State publishes current processing dates showing which day’s filings the office is working through, and those dates shift often enough that it is worth checking before you file.13California Secretary of State. Current Processing Dates Once approved, you receive a file-stamped copy showing the corporation’s entity number and the date it became active.
Filing Alone Doesn’t Let You Practice
A file-stamped set of articles creates the corporation. It does not, by itself, authorize the corporation to provide professional services. Section 13404 states that no professional corporation may render professional services without a currently effective certificate of registration from the state agency that regulates the profession.7California Legislative Information. California Corporations Code CORP Section 13404 – Articles of Incorporation Law corporations apply through the State Bar of California’s Agency Billing system.14The State Bar of California. Law Corporations The process is different for every board, so contact yours as soon as the articles are filed.
There is an important exception. Corporations regulated by certain boards, including the Medical Board, the Dental Board, the Board of Registered Nursing, the State Board of Optometry, the California Board of Occupational Therapy, and the others listed in Corporations Code Section 13401(b), are exempt from the certificate of registration requirement.15California Legislative Information. California Corporations Code Section 13401 Those corporations can start practicing once the articles are filed, though every other board regulation still applies.
What Comes Due Right After Filing
Several obligations attach to the corporation as soon as the articles are stamped.
Statement of Information Within 90 Days
California stock corporations must file an initial Statement of Information with the Secretary of State within 90 days of incorporation, and once a year after that. The filing lists officers, directors, the agent for service of process, and the principal office address. File it online through bizfile.13California Secretary of State. Current Processing Dates
Federal Employer Identification Number
Get an EIN from the IRS before you open a bank account, hire, or file returns. The online EIN application issues the number immediately; you can also file Form SS-4 by mail or fax.16Internal Revenue Service. About Form SS-4, Application for Employer Identification Number (EIN) If the responsible party changes later, report it to the IRS within 60 days on Form 8822-B.
The $800 Annual Franchise Tax
Every California corporation owes the Franchise Tax Board an $800 minimum franchise tax each year. Newly incorporated corporations are exempt in their first taxable year.17Franchise Tax Board. Corporations Starting the second year, the $800 is owed whether or not the corporation earned any income, and it is due on the 15th day of the fourth month after the tax year begins.
Share Issuance
Before the corporation actually issues its authorized shares to shareholders, it has to comply with the Corporate Securities Law of 1968, even when the founders are the only shareholders. Most small professional corporations qualify for a permit exemption, but confirm eligibility with the California Department of Financial Protection and Innovation or an attorney before you issue stock.10Justia. Instructions for Completing the Articles of Incorporation of a Professional Corporation