California Articles of Incorporation
If you’re drafting your own Articles of Incorporation to form a For Profit Corporation
in California, feel free to use the sample California Articles Of Incorporation
below to assist you.
SAMPLE ARTICLES OF INCORPORATION
OF
[NAME OF CORPORATION]
I, the undersigned Incorporator, being a natural person of full age, for the purpose
of forming a corporation under and pursuant to the provisions of the laws of the
State of California, do hereby adopt the following Articles of Incorporation:
ARTICLE I
NAME
The name of the corporation is ______________________.
ARTICLE II
PURPOSE
The purpose of the 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.
ARTICLE III
INITIAL AGENT
The name and address in the State of California of this corporation’s initial agent
for service of process is_____________, _________________________, __________, CA
___________.
ARTICLE IV
CAPITAL
The corporation is authorized to issue only one class of shares of stock; and the
total number of shares that this corporation is authorized to issue is ___________.
ARTICLE V
SHAREHOLDER ACTION
Action without a meeting. Any action required or permitted to be taken at a meeting
of the shareholders may be taken without a meeting by written action signed by all
shareholders entitled to vote.
ARTICLE VI
BOARD ACTION
The Board of Directors shall take action by the affirmative vote of a majority of
the directors present at a duly held meeting, except as required by law.
ARTICLE VII
DIRECTOR LIABILITY
The liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation is authorized to indemnify the directors and officers of the corporation
to the fullest extent permissible under California law.
IN WITNESS WHEREOF, I have subscribed my name this [DATE].
Incorporator’s signature: __________________
[NAME], Incorporator
Instructions for Completing your Articles of Incorporation in California
To incorporate, the required information must be typed with letters in dark contrast
to the paper. Documents submitted which would produce poor microfilm will be returned
unfiled. Articles of Incorporation may be drafted to include all required provisions
and any statutory permissive provisions, including initial directors. The Secretary
of State does not have samples containing permissive provisions.
Article I—is to be completed with the name of the corporation exactly as the name
is to appear on the records of the Secretary of State. Business entity name regulations
must be followed.
Article II—has been taken directly from the California Corporations Code as is required
by law and should not be modified when drafting documents.
Article III—is to be completed with the name and California street address, or the
physical location, of the agent for service of process a post office box is not
acceptable). The designated agent, individual or corporation, must agree to accept
process on behalf of the corporation prior to designation. A proposed corporation
cannot designate itself as agent for service of process. When designating another
corporation as agent, the agent corporation must have on file, in the Secretary
of State, a statement pursuant to Section 1505, California Corporation Code. When
a corporate agent is used, the address of the designated corporation is to be omitted
from the articles.
Article IV—is to be completed with the total number of shares that the corporation
is authorized to issue. Before issuing shares, the corporation must comply with
the Corporate Securities Law of the Department of Corporations.
The Articles of Incorporation must be originally signed by an incorporator unless
initial directors are named in the articles. If initial directors have been named
in the Articles of Incorporation the directors named must sign and acknowledge the
document in lieu of an incorporator. The name(s) of the person(s) signing must be
typed directly below the signature.
When forming a new corporation you may also wish to contact one or more of the following
agencies for additional information:
- The Franchise Tax Board—for information regarding franchise tax requirements.
- The Board of Equalization—for information regarding sales tax and/or use tax liability.
- The Commissioner of Corporations—for information regarding issuance and sale of
securities in California, Franchise Investment Law and/or Escrow Law requirements.
- The Department of Consumer Affairs—for information regarding licensing requirements.
- The Employment Development Department—for information regarding disability unemployment
insurance tax.
- The Director of Industrial Relations, Division of Worker's Compensation—for information
regarding workman's compensation requirements.
- The city and/or county clerk and/or recorder where the principal place of business
is located—for information regarding business licenses, fictitious business names
(if doing business under a name other than the corporate name), and for specific
requirements regarding zoning, building permits, etc. based on the business activities
of the corporation.
- Internal Revenue Service (IRS)—for information regarding federal employee identification
number.
The Secretary of State does not license corporations or business entities. For licensing
requirements, please contact the city and/or county where the principal place of
business is located and/or the state agency with jurisdiction over the business,
e.g. Contractors' State License Board.
Other Types of Businesses in California
For information on other types of businesses in California, please explore the links
below.
How We Can Help
We hope you have found these sample California Articles of Incorporation helpful.
If you’d like, Click and Inc can fully incorporate your business in California,
including drafting and filing your Articles of Incorporation.
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