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- General stock articles contain the statutory core
- The agent for service must be identified correctly
- The current general stock filing fee is $100
- Nonprofit articles follow a different statutory path
- Filing creates the corporation but does not finish organization
- The initial Statement of Information is a separate filing
- Federal tax status remains separate
- Sources
Key Facts
- California state level: Articles of Incorporation are the formation document for a California corporation, not a California LLC.
- California state level: General stock-corporation articles identify the name, purpose, agent for service, share structure, addresses, and incorporator.
- California state level: The current filing fee for general stock-corporation Articles of Incorporation is $100.
- California state level: Nonprofit public benefit corporations use a different articles form and currently pay a $30 filing fee.
- California state level: A stock corporation must file its initial Statement of Information within 90 days and file annually thereafter.
- Federal and state: California incorporation does not by itself establish federal tax-exempt or S-corporation status.
California Articles of Incorporation create a corporation under California law. They are distinct from the Articles of Organization used to create a California LLC.
The correct form depends on the corporation being formed. A general stock corporation, nonprofit public benefit corporation, professional corporation, and other specialized corporation do not all use interchangeable articles.
General stock articles contain the statutory core
California Corporations Code section 202 requires the corporate name and an authorized purpose statement. It also requires information about the initial agent for service of process, the initial street and mailing addresses, and the classes and number of shares the corporation is authorized to issue.
The Secretary of State’s general stock form also requires the incorporator’s signature. The incorporator forms the corporation but does not necessarily remain a shareholder, director, or officer.
The agent for service must be identified correctly
A corporation may name an individual California resident or a registered corporate agent. When an individual is named, the articles provide a California street address; when a compliant corporate agent is named, the form instructs the filer not to provide that corporation’s address.
The agent receives legal process and official notices. This function is comparable to a registered agent in other states, but California’s forms use “agent for service of process.”
The current general stock filing fee is $100
The Secretary of State’s current ARTS-GS instructions list a $100 filing fee for Articles of Incorporation of a General Stock Corporation. Optional certified copies, expedited processing, and other requested services can add charges.
Fee schedules and forms can change. The current form and bizfile portal should be checked immediately before submission rather than relying on an older downloaded copy.
Nonprofit articles follow a different statutory path
A nonprofit public benefit corporation uses form ARTS-PB and currently pays a $30 filing fee. Its articles contain nonprofit-purpose and distribution language that does not appear in ordinary stock articles.
State nonprofit incorporation does not automatically create federal income-tax exemption. A qualifying organization separately applies to or otherwise qualifies with the IRS under the applicable federal rules.
Filing creates the corporation but does not finish organization
Under section 200, one or more persons may form a corporation by executing and filing articles. The corporation’s existence begins when the Secretary of State files the articles, subject to the statute’s requirements.
After formation, directors and officers handle organizational actions, bylaws, stock issuance, records, banking, tax accounts, and licenses. Articles of Incorporation do not replace bylaws or every operating approval.
The initial Statement of Information is a separate filing
Corporations Code section 1502 requires a stock corporation to file a Statement of Information within 90 days after its original articles and annually thereafter during the applicable filing period. It reports directors, specified officers, addresses, and the current agent for service of process.
A later Statement of Information can update the agent information stated in the articles. Failure to receive a reminder does not excuse the statutory filing obligation.
Federal tax status remains separate
A corporation formed in California is generally a corporation for federal tax administration, but an eligible corporation may separately elect S-corporation treatment. California formation alone does not make that federal election.
Likewise, nonprofit articles and federal exemption are different layers. State corporate law controls creation and governance, while the IRS administers federal classification and exemption.
Sources
- California Corporations Code section 200
- California Corporations Code section 202
- California Corporations Code section 1502
- California Secretary of State general stock articles form
- California Secretary of State nonprofit public benefit articles form
- California Secretary of State business-entity forms
- California Secretary of State: Starting a Business
- IRS: Application for Recognition of Exemption
- IRS: About Form 2553, Election by a Small Business Corporation
- IRS: S Corporations
