California professional corporation articles of incorporation are the legal documents that certain professionals are required to file with the California Secretary of State's office in order to do business in the state.

Starting a Professional Corporation

In order to start a professional corporation, you'll have to hire a business attorney to file your corporation's articles of incorporation. Once these documents are filed, you will have to register your practice with the agency that presides over your profession. You'll also have to work with your business attorney to create your organization's bylaws.

Although you're not required to file your corporation's bylaws with the state, you should keep them handy so you can quickly settle any disputes that arise with your fellow practitioners.

After creating the bylaws, the incorporation statement form, which specifies the organization's directors, should be prepared by your incorporator. The directors of the corporation are often chosen by the incorporator. As a general rule, the board of a California corporation is required to have at least three directors.

The only exception to this rule is if the company has less than three members. In that case, it is required that the number of directors is not less than the number of members. After establishing your board of directors, you should convene a board meeting to officially accept the bylaws of the corporation as legally binding, appoint officers, authorize the issuance of stock, and carry out other business obligations. Some professional corporations opt to be treated as S corporations in California because S corporations have certain tax advantages over C corporations, like pass-through taxation.

Professional Corporation in California

To create a professional corporation in California, you'll have to pay an annual state tax of at least $800 to the California Franchise Tax Board. Furthermore, you'll have to pay any fees required by your industry and obtain an Employer Identification Number (EIN) and other necessary permits and licenses.

You should keep all of your professional corporation's important documents in a single, organized binder at your place of business. In addition to licenses and permits, such documents include the following:

  • Stock certificates
  • Meeting minutes
  • Other corporate records

Some businesses make ready-made corporate binders designed for professional corporations. The name of a professional corporation in California must end with a specific description such as “Professional Corporation” or “PC.”

Reserving a Corporate Name

To make sure your chosen corporation name isn't already taken in California, you can send a letter of name availability inquiry to the California Secretary of State's office. To ensure that your chosen business name meets the state's requirements, you can fill out a name reservation request form and set aside the chosen name for up to 60 days. Filing this form costs $10.

90 days after you file the business's Articles of Incorporation, you have to file Form SI-200. You can do so via traditional mail or digitally. It's also necessary to do a nationwide search via the U.S. Patent and Trademark Office to make sure the name you chose doesn't infringe on another business's copyright or trademark. Before you submit the completed form, you ought to get legal advice concerning your exact business goals.

Appointing a Registered Agent

Once you've chosen a name for your business, you must appoint an active 1505 corporation or a California resident to serve as your registered agent. The business's registered agent is responsible for receiving service of process in the event the corporation is sued. If you choose to have an individual act as your business's registered agent, you can list anyone who isn't a minor and lives in California.

Once you've chosen an individual or business to serve as your corporation's registered agent, enter his or her full address in item 3b of the registration form. If the agent is a 1505 corporation, you won't need to list an address. You can't list your corporation to serve as its own agent.

Shares of Stock

Before your corporation sells or issues shares of stock, it must submit a form in compliance with California's 1968 Corporate Securities Law. When you file this form, the Secretary of State's office will send back an uncertified copy of the document you filed free of charge. The document will be certified upon request for $5.

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