California Articles of Incorporation: Definition, Purpose

What are California Articles of Incorporation?

California articles of incorporation are legal documents that is required to formally create a corporation in the state of California. This document must be filed with the California Secretary of State with the appropriate filing fee.

When establishing a corporation in California, you must pick the correct type of corporation based on the type of business you conduct. Options include:

• General stock
• Professional
• Social Purpose
• Benefit
• Accountancy or Law
• Close
• Insurer

A corporation is just one business entity that an owner can choose when establishing a new company. Corporations provide owners with many benefits like protection from personal liability. Stockholders, officers, and directors are considered separate legal entities from the corporation so any debt or lawsuits against the company, won’t impact personal assets.

Corporations have several tax benefits like the option of pass-through taxation afforded to S Corps or corporate taxes paid by C Corps. Unlike LLCs or sole proprietorships, corporations can generate additional capital from investors by issuing stocks or bonds in the company.

How Do I Find Articles of Incorporation in California?

Articles of incorporation can be found on the California Secretary of State website. Here, you can find forms that allow you to request copies of your own documents through an information request. You can also conduct a corporation search that allows you to search for the articles of incorporation of another company.

It is recommended that you use the corporation search engine to ensure that the name you wish to use for your corporation is available. Under California law, all corporation names must be distinguishable. If you have chosen a name and it is available, you can reserve the name under the name reservation system for up to 60 days while you prepare to file your articles of incorporation.

Does California Require Articles of Incorporation?

Yes. To become a legally recognized and operating corporation in California, you must file articles of incorporation. This is a formation document that establishes your new company and its legal business purpose.

California Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A California For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose of this 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.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation in the State of California is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in California. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in California?

California articles of incorporation will vary based on the type of corporation established. The most basic information that should be included in all articles of incorporation include:

• Corporate name. California law requires that all corporate names must be distinguishable and abide by naming guidelines.
• Corporate purpose. All articles of incorporation in California will state that the corporation is being formed to conduct lawful business. This comes pre-filled on California state forms and cannot be changed.
• Service of process. California laws require that all corporations have a registered agent who is responsible for receiving legal document on behalf of the company. Registered agents must have a physical address and cannot use a PO box.
• Shares. The type and number of authorized shares of stock available to your company. This number can be changed later if necessary.
• Incorporators. The names and addresses of all incorporators. An incorporator is the person who is preparing and submitting the articles of incorporation.

If you are unsure how to fill out articles of incorporation, it is recommended that you consult with an experienced California business attorney. An attorney can assist you with drafting your articles of incorporation and ensuring the document is filed correctly.

Relevant Laws

• California Code, Corporations Code Chapter 1 (General Provisions)
• California Code, Corporations Code Chapter 2 §201 (Articles of Incorporation)
• California Code, Corporations Code Chapter 9 (Amendment of Articles)
• California Code, Corporations Code Chapter 19 (Voluntary Dissolution)
• California Code, Corporations Code Chapter 22 (Crimes and Penalties)