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California Corporation Formation Requirements

Corporate Purpose

California allows a corporation to be formed for any lawful business activity.

  • Listing Requirements – A statement specified by the state, as well as an additional statement if the corporation is involved in banking, insurance or a state-licensed profession

Director Information

  • Minimum Number of Directors – Three or more, subject to the following exceptions: 
    • Before shares are issued, the number may be one
    • Before shares are issued, the number may be two
    • So long as the corporation has only one shareholder, the number may be one or two 
    • So long as the corporation has only two shareholders, the number may be two 
  • Eligibility Requirements – The articles of incorporation or bylaws may prescribe qualifications for directors
  • Listing Requirements – The number of directors of the corporation; or that the number of directors shall be not less than a stated minimum nor more than a stated maximum (which in no case shall be greater than two times the stated minimum minus one), with the exact number of directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws

Officer Information

  • When incorporating in California, officers are not required to be listed in the articles of incorporation

Stock Information

  • The number and classes of shares that the corporation is authorized to issue

Other Required Listing Information

  • The name and address in this state of the corporation’s initial agent for service of process
  • If the corporation is authorized to issue only one class of shares, the total number of shares which the corporation is authorized to issue
  • Additional information regarding share numbers, class designation and rights if the corporation is authorized to issue more than one class of shares

Optional Provisions

California also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:

  • A provision limiting the duration of the corporation’s existence to a specified date
  • Special qualifications of shareholders
  • The names and addresses of the initial directors
  • A provision eliminating or limiting the liability of a director in certain circumstances and/or
  • A provision permitting or making obligatory indemnification of a agent for liability in certain circumstances

United Agent Services allows you to designate whether any or all of these provisions should be included.

Certificate of Disclosure

California requires that information related to the ownership and management of the corporation be submitted to the state.

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