September 16, 2019

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California Corporate Law

Silicon Valley Corporate Lawyers

Each state has unique laws governing corporations. Even if you are familiar with corporate law, in general, it is very important that you fully understand California corporate law before getting started. It is always advisable to talk to a California corporate attorney to make sure that you understand your rights and responsibilities and make sure that you file properly in the first place so that you can get the most out of your business and avoid legal problems in the future.

Incorporating in California

To form a corporation in California you must file your articles of incorporation with the secretary of state and pay a filing fee. The articles of incorporation must include:

  • Name of the corporation
  • Purpose of the corporation
  • Agent for the service of process
  • Type of stock
  • Number of shares authorized

The name must meet requirements including being an available name and meeting California’s name style requirements. The agent for the service of process can be an individual or corporation, and must be located in California.

The board of directors does not have to be named in the articles of incorporation, but it can be. The articles must be signed by the incorporators or by the named directors.

Officers

Your articles of incorporation are just the beginning. There are three officer positions which are required, although your corporation can have more. These three are:

  • President
  • Chief financial officer
  • Secretary

All three positions can be held by the same person.

Statement of Information

The statement of information is a document which must be filed with the Secretary of State within 90 days of filing the articles of incorporation, and once every year after that. The statement of information includes:

  • Address of the corporation
  • Names and addresses of officers
  • Names and addresses of directors
  • Name and address of agent for service of process
  • General description of the business

Organizational Meeting and Alternatives

Once the articles of incorporation are filed the corporation exists, but there are stills steps that need to be taken to get started. If the directors were named an organizational meeting of the board is held to adopt bylaws, issue shares, and vote on other important issues which must be decided to truly set up the corporation.

Alternatively, the directors can each execute a Consent to Action Without Meeting or, if there are no directors, the incorporator can execute an Action of the Incorporator, to accomplish the same tasks.

Minutes

Minutes document what has taken place in a meeting. They are official documents and must be kept with the corporate records. Minutes must be kept of the organizational meeting, all meetings of the board and all meeting of the shareholders.