How to form a California corporation or LLC

Before the first filing

Articles of Incorporation form a California corporation. Articles of Organization form a California limited liability company. Each structure has its own formation document, company records and tax rules. The Secretary of State's business entity descriptions explain the differences. Choosing between them involves more than comparing the two filing fees.

Several offices handle the work. The California Secretary of State accepts the formation filing. The Franchise Tax Board handles state business taxes. A federal employer identification number comes from the Internal Revenue Service. City and county offices handle their own licenses. Each office has a separate job, so an accepted filing is one part of getting a business established.

A company already formed in another state generally registers that existing company in California. Forming a new California entity is a different transaction. The guide to out-of-state businesses in California covers the registration route.

1. Check the business name

The Secretary of State decides whether a name meets its rules when it reviews the Articles. A search gives a preliminary answer. The state's name reservation information explains what a search can show, what a reservation does and when the name receives final approval.

A reservation is optional. The state fee schedule lists the $10 charge. That payment reserves a name; Articles still have to be filed to create the corporation or LLC, and the federal number and tax registrations come separately. Trademark rights are a separate question too.

The name accepted on the Articles becomes the entity's legal name. A business using another name may also have county filing duties. The Secretary of State's starting a business checklist identifies the offices involved, including county offices that handle fictitious business names.

2. Name an agent for service of process

Every California corporation and LLC must name an agent for service of process. The agent receives service of legal papers for the entity. California allows a person or a registered corporate agent to hold that appointment; the Secretary of State business entity FAQs explain the requirement.

At Corpgate, Inc., we have served as agent for California corporations and LLCs since 2008. The appointment appears in the company's state record. Articles, Statements of Information and business taxes each have their own filing or payment requirement alongside it.

3. File the Articles

A domestic stock corporation files Articles of Incorporation. A domestic LLC files Articles of Organization. In these forms, “domestic” means formed under California law. Owners can live elsewhere and still form a California domestic entity.

Sources: the Secretary of State's California corporation forms and fees and California LLC forms and fees. These amounts cover the basic formation filing. Starting and running the business can bring other costs.

Those pages link to bizfile Online, where the state accepts the filings. The important record is the accepted document and its filing date. That date starts the first Statement of Information deadline and can determine the LLC's first annual tax deadline.

A business license comes from the office responsible for the business's activity or location. A federal S corporation election is another separate matter: incorporation establishes the legal entity, while an election concerns its tax treatment. The Franchise Tax Board's explanation of S corporation treatment describes that distinction.

4. Keep the company records

A corporation keeps its minutes, accounting records and shareholder record with the company. The Secretary of State keeps the public filings. These two sets of records document different things: the company's own decisions and the information it reports to the state.

For corporations, Corporations Code section 1500 requires accounting records, minutes of shareholder and board proceedings, and a shareholder record. Section 600 addresses the annual shareholder meeting for electing directors. Shareholders can also act through written consent under the conditions in section 603.

An LLC follows its operating agreement and the LLC statute. Its members or managers make decisions under that framework. Corporations Code section 17704.07 covers LLC management and action by members, rather than applying the corporation's annual shareholder-meeting rule to every LLC.

Clients forward us “annual minutes” and “compliance” mailers and ask whether the letters are real. Minutes belong in the company's records, rather than in an annual submission to the Secretary of State. The California annual minutes guide explains the corporate rules, the LLC differences and the private offers that can resemble state bills.

5. Get a federal employer identification number

The IRS issues the EIN used for the business's federal tax account. California's Secretary of State assigns a separate entity number. Each number identifies the business to a different agency.

The IRS EIN application page explains who can apply online and which information the application requires. For a corporation or LLC, the IRS says to form the entity with the state first. The state filing and the federal number then become two separate records for the same business.

The EIN belongs with the permanent company records. Keeping it alongside the California entity number, accepted Articles and filing dates helps when a notice arrives. Private mailers can include details taken from public records.

6. File the first Statement of Information

The first Statement of Information is due within 90 days of the initial California filing for both a stock corporation and an LLC. The recurring schedule then separates: stock corporations file every year, and LLCs file every two years.

A stock corporation pays $25 for the statement. An LLC pays $20. Those charges are separate from the Articles fee and from Franchise Tax Board payments. The Secretary of State lists them on its corporation Statement of Information page and LLC Statement of Information page.

Since August 1, 2026, online filing has required a User Access account with access to the particular entity record. Signing in and having authority over that record are two different things. The state Statement of Information filing page explains how the access requirement works.

The full Statement of Information guide at corpgate.com covers the filing details. The statement reports current business information to the state. Minutes record company proceedings, while tax returns and payments go through the tax agencies. Each has its own purpose and deadline.

7. Understand the $800 tax

An LLC taxed as a partnership or disregarded entity generally owes an $800 California annual tax, even when it earns nothing. The first-year payment is generally due by the 15th day of the fourth month from the date you file with the Secretary of State. The state's example pairs Articles filed June 18 with an $800 payment due September 15. The Franchise Tax Board explains that calculation on its LLC tax page.

A corporation generally faces an $800 minimum franchise tax. A newly incorporated or newly qualified corporation is exempt from that minimum in its first taxable year; tax measured by income can still be due. The C corporation rules and S corporation rules explain how the minimum and the income-based tax fit together. An LLC electing corporate tax treatment follows a different framework from an LLC taxed as a partnership.

The temporary first-year LLC annual tax exemption covered taxable years beginning in 2021 through 2023. An LLC starting in 2026 falls under the ordinary rule, subject to the state's other exceptions.

An LLC may also owe a fee based on California total income. The California $800 tax guide separates the annual tax, that income-based fee, return deadlines and late-payment charges. A payment toward one obligation leaves the others to be accounted for separately.

8. Check licenses and local requirements

A city business license, a county filing and an occupational permit can each sit alongside the Secretary of State Articles. The requirements depend on the business's activity and location. Employer and seller registrations are separate from entity formation as well.

The state's starting a business checklist links to the relevant agencies and permit resources. Each office sets its own requirements. An entity marked active in the state record has a particular state standing; local offices keep the records showing which licenses and permits they have issued.

What comes after formation?

The first $800 tax payment, a private minutes mailer or a suspension notice can send an owner back to the company records. These guides cover the work that follows formation.

• A suspended corporation or LLC

  Identify the agency behind the status and the separate requirements for state records and tax clearance.

• Annual minutes and private mailers

  Find the corporation's records duties, the LLC differences and the facts behind private minutes letters.

• California's $800 tax

  Check first-year rules, payment dates, separate LLC fees and the change beginning in 2027.

• The Statement of Information

  Use the short deadline reference and follow the full filing guide at corpgate.com.

• Closing a California business

  See how final returns, state termination filings and administrative relief fit together.

• An agent who resigned

  Read what the resignation means for the business and where to arrange a replacement.