Articles of Incorporation; Domestic Stock Corporations

In order to form a corporation in the State of California, you need to file “Articles of Incorporation” with the California Secretary of State. You’re at liberty to compose a document yourself or make use of Form ARTS-GS that’s applicable to a general stock corporation or a Form ARTS-CL that applies when you wish to form a close corporation. Form ARTS-PC applies to the formation of a professional corporation.

Even though these forms meet the minimum statutory criteria, you’d be wise to seek the advice of a private attorney in order to get a better handle on your specific business needs, or in case addition provisions are required.

Legal Authority

The California Corporations Code sections pertain to the general statutory filing requirements.

• Sections 200 to 202 et seq. are for general stock corporations
• Sections 158 and 200 to 202 et seq. apply to close corporations
• And finally, sections 200 to 202 et seq. and 13400 et seq. are for professional corporations
• Information on a list of job descriptions authorized for incorporation in California, can be found in section 13401.5

Completing the Articles of Incorporation

This is how you’re going to complete the Form ARTS-GS, ARTS-PC or ARTS-CL:

• Step 1 – List the proposed name of your corporation
• General guideline for professional corporations; proposed name needs to meet name-style requirements set by the law that governs the profession which is tied to the professional corporation. You may contact the California State Board for further information
• General guideline for close corporations; proposed name needs to have the word “limited”, “incorporated” or “corporation” in it. An abbreviation would do as well
• Should you decide to compose the document on your own instead of using any of the default ARTS forms, the corporation’s name in the title must be identical to the name listed in the articles. If this name does not match, the articles will most likely be returned to you, unfiled. You can easily avoid a conflict between the title and articles; leave out the corporation’s name from the title of the document.
• Step 2 – Purpose of Corporation
• The statement of the corporate purpose is essential and should remain unaltered. On the Form ARTS-PC, you need to list the profession which is tied to the corporation
• Step 3 – Service of Process
• The name of the agent chosen for service of process must be listed. This person should be a resident of California or a corporation under Section 1505.
• If the chosen agent is an individual, list his/her street address (there’s no need for a PO Box Address).
• If the agent is a corporation, then there’s no need to complete step 3b
• Step 4 – Corporate Addresses
• List the street address, not the PO Box address
• If it’s an address other than the one in step 4a, list that mailing address as well
• Step 5 – Shares
• Go ahead and list how many shares the corporation can issue
• Step 6 – Shareholders
• This applies to close corporations only; list the number of shareholders authorized. This number must not exceed 35 and shouldn’t be listed as 0.

Finally, the Articles of Incorporation need to be signed by the respective incorporators.