How to Start a California Corporation — Step by Step

A California corporate name has to be distinguishable from every other entity already on the Secretary of State's records — not just other corporations, but LLCs, limited partnerships, and reserved names too. "Distinguishable" is a legal test, not a matter of taste. Names that differ only by punctuation, spacing, an entity designator, or a filler word like "the" or "and" usually won't clear.

Start at the California business search. Search your proposed name and a few close variations. If something similar already exists, the state can reject your Articles, which costs you time and a re-filing.

Naming rules to keep in mind

• The name must be distinguishable from all active names on the state's record.
• It cannot be misleading — it can't imply a business the corporation isn't authorized to conduct, or falsely suggest a government connection.
• Certain words (like "bank," "trust," "insurance," or terms implying a licensed profession) require approval from the relevant California regulator before you can use them.
• A corporate ending such as "Incorporated," "Corporation," "Company," or an abbreviation is customary, though a general stock corporation isn't strictly required to carry one.

Optional: reserve the name

If you're not ready to file but want to lock the name, California lets you reserve an available corporate name for a set period through bizfile. A reservation holds the name; it does not form the corporation.

Before filing, decide who will serve as your agent for service of process — California's term for a registered agent. The agent is named directly in the Articles of Incorporation and must consent to the role.

California requires every corporation to maintain an agent with a physical California street address, available during normal business hours to receive lawsuits, subpoenas, and official state mail on the corporation's behalf.

Your options

• Yourself or another individual: Any California resident with a physical street address (not a P.O. box) who is reliably available during business hours. That address becomes part of the public record.
• A registered corporate agent: A company that has filed with the Secretary of State to act as an agent statewide. This keeps a professional address in the public record instead of your home address and ensures someone is always available to receive documents.

Why the choice matters

Whatever address you list becomes searchable on the state's business database, indexed and public. Founders who don't want their home address exposed — or who travel, work irregular hours, or run the business from home — generally use a commercial agent to stay compliant with the always-available requirement and keep their address private.

The Articles of Incorporation create your corporation in California's official records. You file online through bizfile Online. For a standard for-profit corporation with stock, the form is the Articles of Incorporation for a general stock corporation (ARTS-GS). The state charges a filing fee at submission; the receipt card on this page reflects the current amount.

Online filings usually process within a couple of business days. Once accepted, the corporation appears in the public business search and your filed Articles become available.

What the Articles include

• Corporate name: Your exact, available legal name.
• Corporate purpose: The standard statutory purpose statement for a general stock corporation.
• Agent for service of process: The agent's name and California street address.
• Corporate addresses: The initial street address and mailing address of the corporation.
• Authorized shares: The total number of shares the corporation may issue. This is a ceiling — you decide later how many to actually issue to founders.

Think carefully about authorized shares. Startups planning to raise money and grant equity typically authorize a large round number of shares so there's room to issue founder stock, an option pool, and investor shares without amending the Articles.

After the corporation exists, get an Employer Identification Number from the IRS. The EIN is the corporation's federal tax ID — you need it to open a business bank account, hire employees, and file corporate tax returns. Unlike an LLC, a corporation cannot use an owner's Social Security number in place of an EIN; the corporation is always its own taxpayer.

You can apply directly and for free at IRS.gov. The online application issues the EIN immediately if the responsible party has a U.S. taxpayer ID. Wait until the state has accepted your Articles before applying, so the corporation's legal name matches exactly.

Filing the Articles creates the corporation, but it doesn't organize it. That happens at the organizational meeting, held by the incorporator or initial directors right after formation. This step turns a name on file into a functioning company.

What gets done

• Adopt corporate bylaws — the internal rulebook for how the corporation governs itself. Bylaws are not filed with the state; they stay in your records.
• Appoint the initial board of directors, if not already named.
• Elect the officers — California expects certain roles filled, typically a president or CEO, a secretary, and a chief financial officer or treasurer.
• Authorize and issue stock to the founders in exchange for cash, property, or services, and record the issuance in a stock ledger.
• Approve a corporate bank account and other startup resolutions, including whether to elect S corporation status.

Record written minutes and keep them, the bylaws, and the stock ledger in your corporate records. These documents are the proof the corporation was properly organized if it's ever scrutinized by a court, investor, or buyer.

California requires a Statement of Information within 90 days of filing the Articles, filed online through bizfile. It records your officers, directors, agent for service of process, and principal address. After the initial filing, a stock corporation files the Statement of Information annually.

The franchise tax

Register the calendar in your head: California corporations owe a minimum annual franchise tax to the Franchise Tax Board, due regardless of whether the corporation earns anything. This is the recurring cost most first-time founders overlook. Missing it triggers penalties and eventually suspends the corporation's ability to do business.

Licenses and local requirements

California has no single statewide general business license, but your city or county likely requires a local business license or tax certificate, and many professions require state licensing. These are separate from incorporation and run on their own renewal cycles. Check with your city and county before you open your doors.

We handle Steps 2, 3, and 6 for you: we serve as (or arrange) your agent for service of process, prepare and file the Articles of Incorporation through bizfile, and track the 90-day Statement of Information deadline plus the annual renewals. You give us the name, addresses, and authorized share count; we do the filing and send you the accepted documents.

What we don't do is give legal or tax advice, draft your bylaws, or decide your stock structure — that's attorney and CPA territory. Our job is the state paperwork, done correctly and on schedule, so you can focus on the actual business.