Incorporating in California

Corporate Name Endings

* The name must not be likely to mislead the public, be the same as, or resemble so closely as to lead to deception, the name of a domestic or qualified foreign corporation, a name under reservation, the registered or assumed name of a foreign corporation. The name would need Superintendent of Bank’s approval if it contained the words “bank” “trust,” or “trustee.”

Articles of Incorporation Requirements

Director Information

  • Minimum Number – Minimum number is three. However, if less than three shareholders, the number of directors may be less than three, but not less than the number of shareholders.
  • Residence Requirements. – No provision.
  • Age Requirements – None.
  • Directors are not required to be listed in the articles of incorporation.

Officer Information

  • The officers are not required to be listed in the articles of incorporation.

Stock Information

  • An increase in shares or par value does not effect initial fees.

Yearly Requirements

Annual Statements

  • Domestic corporations must file with secretary of state within 90 days after filing its articles or incorporation and annually by end of calendar month during which original articles of incorporation we filed a statement by domestic stock corporations. The cost is $20.

Income Tax Rate

  • The income tax rate is 8.84% of net income. Corporations must pay an annual minimum franchise tax of $800.

Please note:

  • Every corporation that incorporates or qualifies as a foreign corporation in California on or after January 1, 2000 is exempt from the prepayment of franshise tax at the time of filing and ALSO the corporation is exempt from the minimum tax for its first tax year.
  • If a company wants to reincorporate soley to avoid the minimum taxes, this is not allowed.
  • Assembly Bill 10 that changed the old law.
  • Changes to Section 23153 of the Revenue and Taxation Code eliminated the minimum tax for the 1st taxable year.
  • Changes to Section 23221 of the Revenue code is where the prepayment of minimum tax was eliminated.

For more information on taxes, visit www.ftb.ca.gov

John Gordon admin

 

C-Corporation

  • Shareholders have limited liability protection
  • May be listed and traded as a publiccorporation on the stock market or “over the counter”
  • Has a separate and independent tax status from its owners

S Corporation

  • Profits are not subject to “double taxation”
  • Corporate losses may be “passed through” to share holders
  • Shareholders are afforded the same protection as C Corp.

LLC formation

  • Contains characteristics of both corporation and partnership
  • Shareholders may take advantage of “Pass-Through” taxation
  • Limited liability for share holders

Not for profit corp

  • Eligible for tax-exempt status
  • Limited Liability protection
  • Qualify for public and private gains