Business corporations authorized to issue stock, excluding such special organizations as cooperatives, credit unions, etc., are organized under the General Corporation Law, and particularly Title 1, Division 1, Chapter 2, California Corporations Code.

California Corporations Code Sections 200-202 outline the minimum content requirements of Articles of Incorporation for stock corporations. The downloadable sample in Adobe PDF has been drafted to meet minimum statutory requirements. The sample can be viewed and printed using your Web browser and Adobe's Acrobat Reader 3.0 or higher software. The current version of Acrobat is available free from Adobe's Website. The sample can be used as a guide in preparing documents to be filed with the Secretary of State to incorporate. It is, however, suggested that you seek private counsel for advice regarding the proposed corporations specific business needs, which may require the inclusion of special permissive provisions.

THE FEE FOR FILING ARTICLES OF INCORPORATION ON BEHALF OF A STOCK CORPORATION IS $100.00.

PLEASE NOTE: Businesses incorporating in California are subject to California corporation franchise tax requirements as provided by the Revenue and Taxation Code until such time as they formally dissolve. Questions regarding franchise tax requirements must be directed to the Franchise Tax Board.

The original and at least two copies of the Articles of Incorporation should be included with your submittal. The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the original to be filed. Any additional copies submitted with the original will be certified upon request and payment of the $8.00 per copy certification fee.

Documents may be hand delivered to any Secretary of State office location for over-the-counter processing or may be mailed to the Sacramento office. Please refer to Contact Information for office locations, addresses and phone numbers.

A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento Headquarters Office or in any of the branch offices located in Fresno, Los Angeles, San Diego and San Francisco. The $15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail.

Preclearance or expedited filing of eligible corporate documents can be requested in a specified timeframe, for an additional fee, as described in the Preclearance/Expedited Filing Service Information. The preclearance/expedited filing service is not available in the branch offices.

When forming a new corporation you may also wish to contact one or more of the following agencies for additional information:

• The Franchise Tax Board -for information regarding franchise tax requirements.

• The State Board of Equalization - for information regarding sales tax and/or use tax liability.

• The Commissioner of Corporations - for information regarding issuance and sale of securities in California, Franchise Investment Law, Personal Property Brokers Law and Escrow Law requirements.

• The Department of Insurance - for information regarding insurer requirements.

• The Department of Financial Institutions - for information regarding the organization of banks and corporate name style requirements.

• The Department of Consumer Affairs - for information regarding licensing requirements.

• The Employment Development Department - for information regarding disability unemployment insurance tax.

• The Department of Industrial Relations - for information regarding workman's compensation requirements.

• The city and/or county clerk and/or recorder where the principal place of business is located - for information regarding business licenses, fictitious business names (if doing business under a name other than the corporate name), and for specific requirements regarding zoning, building permits, etc. based on the business activities of the corporation.

• The Internal Revenue Service (IRS) - for information regarding federal employee identification numbers.

The Secretary of State does not license corporations or business entities. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the business, e.g. Contractors' State License Board.