How to Form a Corporation in California

If you want to start a company and incorporate it in California, then you'll need to take some steps to officially register your corporation with the state. In addition to filing paperwork, you'll be responsible for creating internal corporate documents, issuing stock, and complying with federal and state tax laws.

Follow these eight steps to create your corporation in California. You can also use our online corporation service, which will form a corporation for you, providing you with everything you need.

1. Choose a Corporate Name

Your corporation's name can't be the same as, or too similar to, an existing name on record with the California Secretary of State (SOS). Your name also can't be misleading to the public, such as implying a connection with a state or local government or using the word "bank" when your company isn't an authorized financial institution. (Cal. Corp. Code § 201 (2025).)

The corporation's name can—but doesn't need to unless it's a close corporation—include the words (or an abbreviation of them):

• "Corporation"
• "Incorporated," or
• "Limited."

(Cal. Corp. Code § 202 (2025).)

The SOS provides a business entity name regulations guide that provides an explanation of the various rules and laws related to naming your corporation.

You can do a free preliminary check on the availability of a proposed name through the SOS's business search database. Before registering your corporation, you can reserve a name for 60 days by filing a Name Reservation Request form with the SOS. You can mail in the completed form or file the form online using bizfile Online. As of 2025, the fee to reserve a business name is $10.

2. Appoint a Registered Agent for Your Corporation

Every California corporation must have an agent for service of process in the state. A registered agent is an individual or company that agrees to accept legal papers on the corporation's behalf if the corporation is sued. A corporation can't serve as its own agent for service of process. Your agent should agree to accept papers on behalf of your company and understand their name and address will be public information before they accept the designation.

Your corporation's registered agent can be:

1. an individual who resides in California, or
2. a corporate agent that's filed a Registered Corporate Agent for Service of Process Certificate (Form 1505) with the SOS.

(Cal. Corp. Code § 1502 (2025).)

The agent must have a physical street address in California, not a post office box. Small corporations typically name a director or officer to serve as the initial agent. A different agent can always be named later.

The SOS maintains a list of private service companies that can act as the agent for service of process; however, not all such companies are on the list.

3. File Articles of Incorporation

Your corporation is legally created by filing Articles of Incorporation - General Stock (Form ARTS-GS) with the SOS. You can submit your articles online with bizfile Online. As of 2025, there's a $100 filing fee to submit your articles of incorporation.

Your articles must include:

• the corporation's name
• the street address of the corporation's principal office
• the name and street address of an agent for service of process (not a post office box address)
• the corporation's mailing address if different from its principal office address, and
• the number of shares the corporation is authorized to issue.

If your corporation will issue different classes or series of shares, you should specify the designation of each series or class and list how many shares can be issued under each class or series. If a class or series has special rights, privileges, preferences, or restrictions, you should include this information as well.

(Cal. Corp. Code § 202 (2025).)

4. Prepare Corporate Bylaws

Every corporation has a set of rules that it must follow that lays out how the corporation will operate. These rules are outlined in a corporation's bylaws. Bylaws are an internal corporate document and don't need to be filed with the state.

Your corporation isn't usually required to have bylaws. However, if you don't specify a number of directors for your corporation, you must create bylaws that do so.

Regardless of whether your corporation is required to have bylaws, it's highly advantageous to have them for multiple reasons:

• Bylaws give officers, directors, shareholders, and outside investors an agreed-upon roadmap for how your corporation will be run and how decisions will be made.
• Having bylaws also shows banks, creditors, the IRS, and others (like investors) that your corporation is legitimate.
• Bylaws can also help demonstrate that your corporation is its own entity separate from its officers, directors, and shareholders—preventing others from piercing the corporate veil and holding individuals in the corporation liable for corporate debts.

You should set up a corporate records book where you can keep all of your corporation's important papers, including minutes of director and shareholder meetings. You can use a three-ring binder, or you can order a special corporate records kit through a corporate kit supplier. Keep it at your corporation's book principal office.

5. Appoint Directors and Hold the First Board Meeting

The incorporator (the person who signed the articles) must appoint the corporation's initial corporate directors. These directors will serve on the board until the first annual meeting of shareholders, when the shareholders will elect new board members (or elect the current board members for a new term).

The incorporator should complete an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. You don't need to file the statement with the state.

The first meeting of the corporation's board of directors should be held to:

• appoint corporate officers
• adopt bylaws
• select a corporate bank
• authorize the issuance of shares of stock
• set the corporation's fiscal year, and
• adopt an official stock certificate form and corporate seal.

Record all decisions made and actions taken by the directors in corporate minutes. If you want your corporation to be taxed as an S corporation, the directors should approve the election of S corporation status at the first meeting as well.

6. Issue Corporate Stock

After all the initial matters have been decided at the first directors' meeting, you should issue stock to the shareholders in return for their capital contributions. Shareholders can contribute cash, property, services, or all three.

Shareholders' Agreement and Stock Certificate

Typically, when shareholders receive their shares, they'll sign a shareholders' agreement (also called a "stockholders' agreement") that lays out their rights and obligations as shareholders.

Although not legally required in most states, small corporations often issue paper stock certificates to represent stock ownership. One of the corporation's officers or directors should sign the certificate or the certificate should bear the corporate seal.

Log each shareholder's name and contact information in the corporation's stock transfer ledger. California corporations don't need to establish a par value for their stock—a set amount below which the stock can't be sold. The board sets the value and number of the initial shares.

Securities Laws and Exemptions

Typically, federal and state securities laws classify shares of corporate stock as a security. Securities laws require corporations to follow certain rules when offering and issuing stock, such as registering the sale with the U.S. Securities and Exchange Commission (SEC). So, you'll need to keep in mind applicable securities laws as you issue stock for your corporation.

However, many small corporations don't have to worry about securities laws. Small corporations often make private offerings for their shares, and federal law exempts private offerings from being classified as securities. A "private offering" is a non-advertised sale to a limited number of people (generally 35 or fewer). Thus, if you're issuing shares to 35 or fewer people, you don't have to worry about federal securities laws. (You can see our corporations FAQ for more details.)

California has its own version of this federal exemption. To claim a limited offering exemption under state law in California, you must file a Section 25102(f) Notice Filing - Limited Offering Exemption Notice (LOEN) with the California Department of Business Oversight. You should file the notice within 15 days after your corporation issues stock.

You can file the notice online. As of 2025, there's a filing fee of $25 to $300 for the notice. For more information, see the securities FAQ page on the Department of Financial Protection and Innovation website.

7. File a Statement of Information

Every California corporation and foreign corporation registered in California must file a Statement of Information (Form SI-55) with the SOS:

• within 90 days after filing the articles of incorporation, and
• every year thereafter during the applicable filing period (the filing period is between the calendar month during which the original articles of incorporation were filed and the previous five calendar months).

(Cal. Corp. Code § 1502 (2025).)

You can file the form online through bizfile Online. As of 2025, the filing fee for the Statement of Information is $25.

8. Comply with Tax Requirements

All California corporations and foreign corporations doing business in California must pay California taxes to the California Franchise Tax Board (FTB).

Annual minimum tax: Every corporation that's registered or doing business in California must pay an $800 annual minimum franchise tax during the first quarter of each accounting period. The minimum tax doesn't apply to corporations that didn't conduct business in California during the tax year and whose tax year was 15 days or fewer. For new corporations that qualify or incorporate with the SOS, the minimum tax doesn't apply. Instead, a new corporation's tax is measured based on its income for the first year and subject to estimate requirements. For all subsequent years, the minimum tax is $800.

Additional taxes: Corporations with income over certain levels must pay an additional fee based on their total annual income.

Filing procedures: Regular corporations must file a California Franchise or Income Tax Return (Form 100) by the 15th day of the fourth month after the close of their taxable year. Corporations that have elected to be taxed as S corporations file California S Corporation Franchise or Income Tax Return (Form 100S). For details and forms, see the FTB website.

EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There's no filing fee.

California Employment Development Department (EDD): A California corporation becomes subject to the state's payroll tax requirements if it pays more than $100 in wages in any calendar quarter. This rule applies even if a corporation operates without any employees except for the corporate president. The EDD issues employer account numbers (sometimes called "state employer identification numbers" or "SEINs") and administers California's payroll taxes, including Unemployment Insurance, Employment Training Tax, State Disability Insurance, and California Personal Income Tax withholding. For details, see the EDD website.

For more information, read our article about California state business income taxes.

FAQ About California Corporations

Here are some other questions you might have about your California corporation.

• How much does it cost to form a corporation in California?
• Do I need to submit an annual report for my corporation in California?
• Are there any other maintenance requirements for corporations?
• Do I need bylaws for my California corporation?
• Do I need a business license in California?
• How do I register my corporation as an S corporation?
• Can a foreign corporation do business in California?
• Can I form a professional corporation in California?
• How do I dissolve my corporation when I'm done?

How much does it cost to form a corporation in California?

Below are the fees (as of 2025) you might need to pay to form your corporation in California:

• You can reserve your business name with the SOS for $10.
• The SOS charges a $100 filing fee to submit your Articles of Incorporation.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online corporation formation service.

To learn more about the costs associated with forming and running a corporation, see our article on how much it costs to form a corporation.

Do I need to submit an annual report for my corporation in California?

Yes. All corporations doing business in California must file a Statement of Information with the SOS every year. The statement is due between the end of your corporation's anniversary month of formation and the previous five months. For example, if you formed your corporation on August 6, then you'd need to submit your statement between March 1 and August 31 (a period of six months).

You can file the form online through bizfile Online. As of 2025, the filing fee for the Statement of Information is $25.

(Cal. Corp. Code § 1502 (2025).)

Are there any other maintenance requirements for corporations?

Apart from statements of information, your corporation will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your company might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your corporation in good standing and legally compliant.

Starting in 2024, all corporations were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your corporation within the U.S., then you no longer need to worry about the BOI reporting requirement.

Do I need bylaws for my California corporation?

In California, your corporation must adopt bylaws if it doesn't specify the number of directors for the corporation in its articles of incorporation. Regardless of whether your corporation is required to have bylaws, you should create this important document. Your corporate bylaws should outline how your company will be managed, regulated, and maintained.

The incorporators or initial board of directors will adopt bylaws for their corporation. You don't need to file your bylaws with the state. But you must keep a copy of the bylaws with the rest of your corporation's important records.

Do I need a business license in California?

California, like most states, doesn't require businesses to have a statewide general business license. However, many cities (and counties, if you're not within city limits) require businesses to obtain a license to operate in the city. This license can be called a "business tax certificate" or "business registration certificate."

In addition, you or your corporation might need to get a license or permit for your business based on your business's activities. For example, you could need professional licenses, tax licenses or registrations, safety certifications, or environmental permits.

You can find extensive details about state and local regulatory requirements in our California business license article.

How do I register my corporation as an S corporation?

If your corporation wants to elect S corporation status for tax purposes, you need to submit Form 2553, Election by a Small Business Corporation. Make sure your corporation meets the requirements to become an S corporation, such as having no more than 100 shareholders.

You should file this election within two months and 15 days after the beginning of your corporation's first tax year. Alternatively, you can file any time during the tax year preceding the tax year in which the S corporation status will take effect. Visit the IRS S Corporations webpage for details.

Can a foreign corporation do business in California?

To do business in California, all corporations organized outside of the state must register with the SOS. Foreign corporations must appoint a registered agent with a physical presence in California.

To register, file the Statement and Designation by Foreign Corporation - Stock form. The completed statement must be accompanied by a certificate of good standing from the foreign corporation's home state, dated not more than six months prior to the filing of the statement. As of 2025, the filing fee to register a foreign corporation in California is $100.

Before filing, make sure your corporation's name is available in California. If your name isn't available, you must qualify under a trade name—a name other than the true corporate name. List the assumed name (also called a "DBA" or "fictitious business name") in the statement. You'll also need to register your fictitious business name with your county clerk's office.

(Cal. Corp. Code §§ 2100 and following (2025).)

Can I form a professional corporation in California?

In many states, professionals in certain occupations (for example, doctors, lawyers, and accountants) who want to incorporate their practice must or can form a special type of corporation called a "professional corporation" or "professional service corporation."

In California, many professionals who want to incorporate their practice must form a professional corporation instead of a regular corporation. Additionally, California, unlike many other states, doesn't allow professionals to form limited liability companies (LLCs) or professional LLCs.

For more guidance, read our article on how to form a professional corporation in California.

You can also review the Moscone-Knox Professional Corporation Act, the law that governs professional corporations, or talk to a business lawyer to determine whether you're required to form a professional corporation.

How do I dissolve my corporation when I'm done?

If you reach the point where it's time to close down your business and cease all operations, then you'll want to properly dissolve your corporation to limit your liability for lawsuits and government fees. Learn about the steps you need to take in our article on how to dissolve a corporation in California.