California Corporate License Laws
- The California Secretary of State's office handles the licensing of corporations in the state. Incorporators must follow a strict set of rules for the Secretary of State to grant a license. The name and number of directors of a corporation, who may file to incorporate and the cost of a corporate license are all addressed by California corporate law.
- In order to form a corporation in California, the interested parties must file articles of incorporation with the California Secretary of State. According to the California Corporations Code, section 200, if the articles name directors for the corporation, then each of the directors must sign the articles. If the articles do not name any directors, then those who are creating the corporation must sign. An individual or group or even another corporation may file articles of incorporation.
- A new corporation can select the corporate name of its choice as long as the name is not too similar to one already licensed by the state. The name must also not mislead the public, such as names that imply a government affiliation by using words such as "municipal" or 'commission." If the California Secretary of State decides that any proposed name is deliberately deceptive it is disallowed. Those desiring to form new corporations can reserve names that meet all the requirements for approval for 60 days.
- According to section 212 of the California Corporations Code, either the articles of incorporation or the corporation's bylaws must indicate the number of directors for the company. Corporations may specify an exact number of directors or give a minimum and maximum number with the exact number being fixed at a later date. If a maximum is given, it must be no greater than twice the minimum minus 1. For example, if the minimum number of directors is 3, then the maximum cannot be greater than 5. The minimum cannot be less than 3, unless the number of shareholders is less than 3 or shares have not yet been issued.
- Corporations doing business for profit must pay a $100 license fee. Most nonprofit corporations pay a $30.00 license fee. Corporations that merge to form a new corporation pay a $100 license fee, while a corporation that merges with another type of business entity, such as a limited liability company or a limited partnership, pays a fee of $150.
Filing Articles
Corporate Name
Number of Directors
Fees
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