A corporation is a separate legal entity owned by shareholders who enjoy protection from personal liability. Corporations are taxed annually on their earnings; corporate shareholders pay individual income tax on these earnings when they are distributed as dividends.
A corporation is managed by or under the direction of a board of directors, which generally determines corporate policy. Officers manage the day-to-day affairs of the corporation. Shareholders do not participate in day-to-day management activities. Management structure can be altered by committees of board members and shareholder agreements. Shareholders generally are not personally liable for obligations of the corporation.
Registration Procedure for Domestic Corporations
Domestic stock companies must complete the Articles of Incorporation and pay a fee to the Secretary of State. There are three versions of the Articles of Incorporation: general stock corporation, professional corporation and close corporation.
Registration Procedure for Non-Profit Corporations
Non-profit companies must file Articles of Incorporation and submit a fee to the Secretary of State. There are two versions of the Articles: one forPublic Benefit, Mutual Benefit or Religious Corporations and one for Common Interest Development Corporations.
Registration Procedure for Foreign Corporations
A foreign corporation must complete a Statement and Designation by Foreign Corporation (Secretary of State Form S&DC-General) and submit it to the Secretary of State along with the filing fee. This form identifies the company name and place of incorporation, principal executive office, address of the principal California office, and an agent for service of process.
Along with the completed Statement and Designation by Foreign Corporation form, a foreign corporation must include an official certificate that verifies the corporation exists in good standing with the country or state of its incorporation. This certificate must be obtained from the appropriate office in which the corporation’s original articles were filed and presented with an English translation where applicable. The certificate must have been issued within the six months prior to submittal to the Secretary of State.
Upon receiving the Statement and Designation by Foreign Corporation (accompanied by the certificate), the Secretary of State’s office will review the statement for compliance with the law, and then issue a file-stamped copy of the S&DC General form plus a Certificate of Qualification to the corporation.
Foreign corporations qualified to transact business in California must file a Statement by Foreign Corporation with the Secretary of State’s Office on the first anniversary and every year thereafter. Forms are mailed to the corporation from the Secretary of State’s Office to the last address of record.
Change or Dissolution
To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is necessary to prepare and file with the Secretary of State a Certificate of Amendment of Articles of Incorporation along with a filing fee.
To change the name of a qualified foreign corporation, the company must complete and submit an Amended Statement by Foreign Corporation (no form number) to the Secretary of State along with the filing fee.
Upon dissolution of the corporation, the company must complete and submit a Certificate of Surrender of Right to Transact Intrastate Business (no form number) to the Secretary of State to withdraw the corporation from California records with no filing fee required.
For additional information regarding qualification and statement filing for corporations, contact:
Secretary of State
Document Filing Support Unit P.O. Box 944225 Sacramento, CA 94244-2250
Tel: (916) 657-5448
Forms and References