Company Name:
The name shall contain the word "corporation", "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp." or "Ltd."
When determining name availability, names are checked only against names of like entities registered with the California Secretary of State (e.g., a proposed corporation name is checked for availability only against other corporation names).
The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: "bank," "banc," "trust," or "trustee."
Company names in California can be reserved for 60 days.
Formation Document:
The formation document required to file a corporation in California is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, shares and name and address of the registered agent.
After filing the Articles of Incorporation with the Division of Corporations the company will be required to file an initial report within 90 days after formation.
Professional Corporations:
California law does allow for the formation of Professional Corporations (PC's).
Directors/Officers:
Corporations are managed by their Board of Directors. The minimum number of directors required in California is 3 unless shares have not been issued, then the number can be one or two, or the corporation has one shareholder, then the number can be one or two, or the corporation has two shareholders, then the number can be two. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
Bylaws:
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.
Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.
Annual Requirements:
All California corporations will be required to file an annual statement of information with the Department of State. The statement will request updated information on the principal office, mailing address, name and address of the officers and directors, purpose and name and address of the registered agent. The annual statement of information is due during the month of formation starting the year after formation. Failure to file the annual report may result in the company becoming inactive.
Assumed Name DBA:
Entities doing business under a name different from the owner(s) full legal name(s) must file a Fictitious Name Statement with the registrar-recorder/county clerk office in the county where the business resides.
Note: Proof of filing must published in a newspaper of general circulation in the county housing the principal place of business within thirty (30) days after filing. Then an affidavit of publication must be filed with the registrar-recorder/county clerk within thirty (30) days after the final publication date.
Dissolution:
The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Election to Wind Up and Dissolve prior to or together with a Certificate of Dissolution. However, if the election to dissolve is made by the vote of all the outstanding shares, only the Certificate of Dissolution is required.
A final franchise tax return must be filed prior to or shortly after filing the Certificate of Dissolution.
Taxation:
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In California an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the California Franchise Tax Board.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the California Franchise Tax Board at http://www.ftb.ca.gov.
Company Name:
The name must end with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively. The name of the limited liability company may not contain the words “bank,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.,” and must not contain the words “insurer” or “insurance company” or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
When determining name availability, names are checked only against names of like entities registered with the California Secretary of State (e.g., a proposed LLC name is checked for availability only against other LLC names).
Company names in California can be reserved for 60 days.
Formation Document
The formation document required to file an LLC in California is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, management, and name and address of the registered agent.
Professional LLC's
California law does not allow for the formation of Professional LLC's (PLLC's).
Members/Managers
LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in California is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.
Operating Agreement
The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.
Annual Requirements
All California LLC's will be required to file an Biannual statement of information with the Department of State. The statement will request updated information on the principal office, mailing address, name and address of the managers/members, purpose and name and address of the registered agent. The Biannual statement of information is due during the month of formation starting the second year after formation. Failure to file the annual report may result in the company becoming inactive.
The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.
Assumed Name DBA
Entities doing business under a name different from the owner(s) full legal name(s) must file a Fictitious Name Statement with the registrar-recorder/county clerk office in the county where the business resides.
Note: Proof of filing must published in a newspaper of general circulation in the county housing the principal place of business within thirty (30) days after filing. Then an affidavit of publication must be filed with the registrar-recorder/county clerk within thirty (30) days after the final publication date.
Dissolution
The LLC Law provides a procedure for voluntarily dissolving a domestic LLC by filing a Certificate of Dissolution and Certificate of Cancellation. However, if all the members vote to dissolve, only the Certificate of Cancellation is required
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the California Franchise Tax Board at http://www.ftb.ca.gov.
Company Name:
The name is not required to but may contain the word "corporation", "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp." or "Ltd."
When determining name availability, names are checked only against names of like entities registered with the California Secretary of State (e.g., a proposed corporation name is checked for availability only against other corporation names).
The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: "bank," "banc," "trust," or "trustee."
Company names in California can be reserved for 60 days.
Formation Document
The formation document required to file a Not-For-Profit corporation in California is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, specific purpose, NFP Type, and name and address of the registered agent.
Directors/Officers
Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in California is 1. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.
Bylaws
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.
NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.
Annual Requirements
All California Not-for-profit corporations will be required to file a Biannual statement of information with the Department of State. The statement will request updated information on the principal office, mailing address, name and address of the officers/directors, purpose and name and address of the registered agent. The Biannual statement of information is due during the month of formation starting the second year after formation. Failure to file the annual report may result in the company becoming inactive
Assumed Name DBA
Entities doing business under a name different from the owner(s) full legal name(s) must file a Fictitious Name Statement with the registrar-recorder/county clerk office in the county where the business resides.
Note: Proof of filing must published in a newspaper of general circulation in the county housing the principal place of business within thirty (30) days after filing. Then an affidavit of publication must be filed with the registrar-recorder/county clerk within thirty (30) days after the final publication date.
Dissolution
The NFP Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Election to Wind Up and Dissolve and Certificate of Dissolution. However, if the election to dissolve is made by the vote of all the members, or if the corporation has no members, by the vote of all the directors, only the Certificate of Dissolution is required to be filed.
All final returns required under the California Revenue and Taxation Code must be filed prior to or shortly after filing the Certificate of Dissolution.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.
In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the California Franchise Tax Board at http:// www.ftb.ca.gov.
