How to Form a Corporation in California
Bizee helps entrepreneurs form a corporation in California. Learn the 6 steps, state fees, filing requirements, and what to expect after you file.
Bizee Editorial Staff
Editorial Team
California corporation at a glance
Filing fee: $100 (for corporations with authorized capital of $750,000 or less)
Processing time: [PROCESSING_TIME] — check current times at sos.ca.gov/business-programs/business-entities/processing-dates
State agency: California Secretary of State
Annual report due: Statement of Information (Form SI-550) due within 90 days of filing, then every 2 years in the anniversary month — $25 fee
State tax rate: 8.84% corporate income tax (minimum $800 franchise tax via California Franchise Tax Board)
What forming a corporation in California involves
Forming a corporation in California means filing Articles of Incorporation with the California Secretary of State, designating a registered agent with a California street address, and meeting the state's ongoing compliance requirements. The state filing fee starts at $100, and you'll need to file a Statement of Information within 90 days of formation.
California has a few requirements that catch people off guard — particularly the $800 minimum franchise tax, which is due in the first year regardless of whether your corporation earns any income. Plan for that cost before you file.
California corporations can be formed as a C Corporation or an S Corporation. A C Corporation is the default structure when you file — if you want S Corporation tax treatment, you elect that status separately with the IRS after formation. Both structures limit your personal liability for business debts. C Corporations offer the most flexibility for issuing and transferring stock, which matters if you plan to raise outside investment. S Corporations can reduce self-employment tax exposure for owner-employees, but they come with restrictions on the number and type of shareholders.
Step 1: choose and reserve your corporate name
Your corporation's name must include a corporate designator — "Corporation," "Incorporated," "Corp.," or "Inc." — and it must be distinguishable from any other business entity already on file with the California Secretary of State.
Check name availability through the California Secretary of State's business search tool at bizfileonline.sos.ca.gov before you file. If the name you want is available but you're not ready to file yet, you can reserve it for 60 days by filing a Name Reservation Request.
Step 2: designate a registered agent
Every California corporation must continuously maintain a registered agent — an individual or authorized business entity with a physical California street address — to receive legal documents and official state correspondence on the corporation's behalf. P.O. boxes are not allowed.
You name your registered agent directly in the Articles of Incorporation. The agent's written consent to the appointment is required, but you keep that consent in your corporate records — you don't file it with the Secretary of State.
Using a professional registered agent service means your agent's address appears on public filings instead of your own, and you won't miss a legal notice because you were traveling or working offsite.
Step 3: file your Articles of Incorporation
The Articles of Incorporation is the document that legally creates your California corporation. You file it with the California Secretary of State. The filing fee is $100 for corporations with authorized capital of $750,000 or less.
You can file online through bizfile Online, by mail, or in person at the Secretary of State's office in Sacramento. Online filing is the fastest option. Check current processing times at the Secretary of State's website before you choose a method — processing times vary.
Your Articles of Incorporation must include your corporate name, the name and California street address of your registered agent, and the number of shares the corporation is authorized to issue. Keep a copy of the filed and stamped Articles in your corporate records.
Step 4: hold an organizational meeting and adopt bylaws
After the Articles of Incorporation are filed, the initial board of directors must hold an organizational meeting. At that meeting, the board adopts the corporation's bylaws, appoints officers, and handles other initial business like authorizing a bank account.
Bylaws govern how your corporation runs internally — meeting procedures, director and officer roles, voting rules, and more. California Corporations Code Section 212 sets out what bylaws must and may include. You don't file bylaws with the Secretary of State, but you must keep them at your corporation's principal office.
Step 5: get a federal EIN
An Employer Identification Number (EIN) is a 9-digit tax ID assigned by the IRS. Your California corporation needs one before you can open a business bank account, hire employees, or file federal taxes.
Apply for an EIN online at irs.gov. Online applications get immediate confirmation. You can also apply by mail or fax, but those methods take longer. There's no fee to get an EIN.
Step 6: file your initial Statement of Information
California requires every corporation to file an initial Statement of Information (Form SI-550) within 90 days of filing the Articles of Incorporation. The filing fee is $25. After that, you file every 2 years during the anniversary month of your incorporation.
The Statement of Information reports your corporation's principal office address, officers, directors, and registered agent. You can file it online through bizfile Online at bizfileonline.sos.ca.gov.
Missing the Statement of Information deadline triggers a $250 penalty. If you continue to miss it, the state can suspend your corporation's powers, rights, and privileges — which means you can't legally do business in California until you're reinstated.
Ongoing compliance requirements
Forming the corporation is the first step. Staying in good standing in California requires meeting a few ongoing requirements each year.
Statement of Information (Form SI-550): file every 2 years in your anniversary month — $25 fee
California franchise tax: minimum $800 per year, due to the California Franchise Tax Board regardless of income
Federal corporate income tax return: file Form 1120 (C Corp) or Form 1120-S (S Corp) annually with the IRS
Registered agent: maintain a registered agent with a California street address at all times
Corporate records: keep minutes of board and shareholder meetings, current bylaws, and a stock ledger at your principal office
California also requires corporations to register with the California Department of Tax and Fee Administration if they sell taxable goods or services. A tax professional can help you figure out which state registrations apply to your specific business.
FAQ
The state filing fee for Articles of Incorporation is $100 for corporations with authorized capital of $750,000 or less. On top of that, you'll owe a $25 fee for the initial Statement of Information, due within 90 days of filing. California also charges a minimum $800 franchise tax in the first year, billed by the California Franchise Tax Board.
It depends on how you file. Online filings through bizfile Online are generally processed faster than mail or in-person submissions. Processing times vary and change throughout the year. Check the current processing times posted by the California Secretary of State at sos.ca.gov/business-programs/business-entities/processing-dates before you file.
Both limit your personal liability for business debts. The main difference is tax treatment. A C Corporation pays corporate income tax at the entity level, and shareholders pay tax again on dividends — that's double taxation. An S Corporation passes income through to shareholders, who report it on their personal returns. S Corporations also have restrictions: no more than 100 shareholders, and all must be U.S. citizens or residents. You elect S Corporation status with the IRS after forming the corporation — it's not a separate entity type you file with the state.
Yes. Every California corporation must maintain a registered agent with a physical California street address at all times. The registered agent receives legal documents and official state notices on behalf of the corporation. You name the registered agent in your Articles of Incorporation. P.O. boxes are not allowed. If your registered agent changes, you need to update that information with the Secretary of State.
Your Articles of Incorporation must include your corporate name (with a designator like "Inc." or "Corp."), the name and California street address of your registered agent, and the number of shares the corporation is authorized to issue. You file the Articles with the California Secretary of State — online, by mail, or in person. The $100 filing fee applies to corporations with authorized capital of $750,000 or less.
The Statement of Information (Form SI-550) is a periodic filing that updates the state on your corporation's officers, directors, principal address, and registered agent. The initial Statement of Information is due within 90 days of filing your Articles of Incorporation. After that, you file every 2 years in your anniversary month. The fee is $25 each time. Missing the deadline triggers a $250 penalty, and continued non-filing can result in suspension of your corporation's right to do business in California.
Yes. Your California corporation needs a federal Employer Identification Number (EIN) to open a business bank account, hire employees, and file federal taxes. Apply online at irs.gov — online applications get immediate confirmation and there's no fee. You can also apply by mail or fax, but those take longer.
A professional corporation is a specific entity type available in California for licensed professionals — things like doctors, lawyers, accountants, and architects. It's governed by the California Corporations Code and the licensing rules of the relevant professional board. If your occupation requires a license to practice, you may need to form a professional corporation rather than a general corporation. A legal professional familiar with California professional corporation rules can help you figure out which structure applies to your situation.
