Key Takeaways

  • Filing a Statement of Information within 90 days and annually is required for California C corporations.
  • C corporations must maintain corporate bylaws, issue stock, and document shareholder meetings.
  • A business license may be required at the local level, and federal/state tax registrations are mandatory.
  • Franchise taxes and corporate income taxes apply annually.
  • Online filing is available through the California Secretary of State’s BizFile system.

A California C corp is a particular type of business entity, also called a C corporation, formed in the state of California. As the default business structure for companies in California, C corps are the most common. 

How to Form a California C Corp

The requirements for starting a C corp vary from state to state. However, you'll need to follow these basic steps:

  1. Choose a name for the C corp and reserve it through the California secretary of state (SOS) website.
  2. File articles of incorporation.
  3. Choose a registered agent.
  4. Obtain an Employer Identification Number (EIN).
  5. Check the California SOS website to see what additional requirements there are for C corporations formed in the state and be sure to comply. 

Failure to form your California C corporation properly could result in the dissolution of the company or the loss of liability protection.

California C Corp Basic Requirements

The basic requirements for a C corp formed in California are as follows:

  • C corporations need to have a minimum of three directors if corporate shares have to be distributed. If shares have not been distributed or the corporation only has one or two shareholders, then you'll only need one or two directors.
  • There is no age requirement for corporate directors.
  • Directors do not need to be California residents.
  • Your corporate directors should be named in the company's bylaws or articles of incorporation.
  • State the number of your corporation's directors in either your bylaws or your business's articles of incorporation.
  • There is no limit for the number of shareholders allowed in a C corp.
  • Shareholders of a C corp can be individuals or other business entities and do not need to be U.S. citizens or residents.

California Corporate Name

You'll want to choose an entirely unique name for your company and be sure that it follows the requirements of the state:

  • The name cannot be the same as or similar to any other registered business names in the state.
  • The name must be understandable and straightforward. You'll want it to accurately represent your business. For instance, you can't name your company "Ben's Ice Cream Shop" if you are actually a hair salon.
  • The company name must include the word “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviated version of the word.  

You can head to the California Secretary of State website to find out if the name you want is available for use. 

If you find the name you want to use is available, you can reserve it for up to 60 days by filling out a form and paying $10 to be sure no one else takes it while you're getting the company started.

California Articles of Incorporation

The articles of incorporation for your company will need to be filed with the SOS to start up the business. 

California articles of incorporation must include the following information:

  • The number of shares the corporation plans to issue (must be greater than zero)
  • Available classes of stock
  • Corporate office address.

You'll also be required to pay a $100 fee for filing these documents via mail or in person at the SOS office.

A statement of information must be sent to the California Department of State up to 90 days after you've filed the company's articles of organization. This statement will need to be filed annually within the same month the company was formed to maintain a status of good standing with the state.

California Registered Agent

California C corps are required to choose a registered agent to receive any official documents on behalf of the business. This could include the following types of correspondence:

  • Legal documents (warrants, service of process, etc.)
  • Tax documents
  • Government notices.

The registered agent will need to be available during regular business hours every day of the week, so that no important documents are missed. This agent's name and address must also be included in the articles of incorporation. 

Corporations cannot be their own registered agents, and these individuals or companies must have a physical street address in California (no P.O. boxes).

California EIN

All California C corps are required to obtain an Employer Identification Number (EIN). This is like a social security number for the company. It will be necessary for tax documents and opening a business bank account. A business owner can register for an EIN online or via mail.

Statement of Information Filing

California C corporations must file an initial Statement of Information (Form SI-550) within 90 days of submitting the Articles of Incorporation. This filing must include:

  • The names and addresses of the corporation's officers and directors
  • The registered agent's address
  • The general business description

After the initial submission, corporations are required to file a Statement of Information annually. This ongoing filing must occur during the same calendar month in which the Articles of Incorporation were initially filed, or within the preceding five months. The filing fee is currently $25. Non-compliance may result in penalties and possible suspension by the Secretary of State.

California Corporate Bylaws

Though not submitted to the state, corporate bylaws are internal documents required for legal compliance. They outline the corporation’s governance structure and should include:

  • Procedures for electing directors and officers
  • Meeting protocols for the board and shareholders
  • Rules for issuing shares and handling stock transfers
  • Voting rights and quorum requirements

The bylaws should be adopted at the first board meeting and maintained with the corporate records. They serve as an operational roadmap and are essential if legal disputes or audits occur.

Issuing Stock and Maintaining Corporate Records

California corporations must formally issue stock to shareholders. This includes:

  • Approving the number and type of shares through a board resolution
  • Recording shareholder names and ownership percentages
  • Providing stock certificates, if desired

C corporations are also expected to maintain accurate corporate records, such as:

  • Meeting minutes for shareholder and board meetings
  • Resolutions passed by directors or shareholders
  • Financial statements and stock issuance logs

These documents help demonstrate that the corporation is operating separately from its owners, which is critical to maintaining limited liability protection.

California Franchise Tax and State Income Tax

Every C corporation in California is subject to the state's annual minimum franchise tax of $800, regardless of profitability. Corporations must also file Form 100 (California Corporation Franchise or Income Tax Return).

Key considerations:

  • The standard corporate income tax rate in California is 8.84% of net income.
  • Corporations must file Form 100 by the 15th day of the 4th month after the close of their fiscal year.
  • Failure to file and pay on time can result in penalties and interest.

Corporations can pay their taxes online via the California Franchise Tax Board website.

Business Licenses and Local Permits

Depending on where your C corporation operates, you may need a business license from the city or county. For example:

  • San Francisco, Los Angeles, and San Diego require business registration.
  • Some municipalities impose gross receipts taxes or additional license fees.

Check with the local city hall or county clerk to determine specific licensing requirements. Operating without the proper permits may result in fines or forced closure.

Registering for California State Payroll Taxes

If your C corporation hires employees, you must register with the California Employment Development Department (EDD) for payroll tax purposes. Employers must withhold and remit:

  • Unemployment Insurance (UI)
  • Employment Training Tax (ETT)
  • State Disability Insurance (SDI)
  • Personal Income Tax (PIT)

Registration can be completed online through the EDD’s e-Services for Business portal.

Online Filing and Compliance Resources

California offers an online filing system—bizfileOnline.sos.ca.gov—for many corporate forms. This platform can be used to:

  • Reserve a business name
  • File Articles of Incorporation
  • Submit the Statement of Information
  • Download forms and instructions

Using this platform simplifies compliance with California corporation filing requirements and accelerates processing times.

Frequently Asked Questions

  1. What are the ongoing filing requirements for a California C corporation?
    You must file an annual Statement of Information, maintain bylaws, record meeting minutes, and file yearly tax returns.
  2. How do I submit the Statement of Information?
    You can file Form SI-550 online through the California Secretary of State’s bizfile portal or by mail.
  3. Is a business license required for a California corporation?
    Yes, most cities or counties require a local business license in addition to state registration.
  4. What taxes must a California C corp pay?
    C corporations must pay an annual $800 franchise tax and file income tax returns, typically using Form 100.
  5. Can I file all required documents online?
    Yes, most filings including name reservations, articles, and statements can be submitted via the state’s bizfile online system.

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