Step by Step Guide On How to Incorporate a California Business - Form a California Corporation or S-Corp
Prepared By: Melissa C. Marsh, Los Angeles Business Attorney
Written: March 2009
Attorney Performed California Incorporation Service
California business law attorney, Melissa C. Marsh, offers a comprehensive California incorporation service for a low fixed fee of just $1,280+ Costs. The incorporation service includes the following 15 services, which you can use as a guide to forming your own California corporation:
- An initial half hour telephone, or in house, consultation. During the consultation, Ms. Marsh will answer your questions about incorporation, or about the formation of a limited liability company (LLC) or a partnership, whether an S-Corporation will suit your needs, the process of incorporation, the maintenance of a corporation, and other incorporation related issues. She will also request that you complete a corporation questionnaire so she can properly complete all of the following steps which are required to form a California corporation or incorporate a California business.
- Corporate Name Pre-Clearance – a search of the LLC and Corporation records maintained by the California Secretary of State should be performed to ensure the corporate name you have selected is available;
- Preparation and filing of the Articles of Incorporation with the California Secretary of State along with $115 filing fee made payable to the Secretary of State;
- Preparation of the Resolution of the Incorporator naming the corporation's initial director(s);
- Preparation of the Corporation's Bylaws (custom 30+ pages desired to provide instruction on how to operate and manage your new corporation) which must be adopted by the board of directors;
- Preparation of custom comprehensive Organizational Minutes, or Resolutions, of the Board of Directors which at a minimum should: (1) re-affirm the appointment of the director(s) and set their salaries, if any; (2) appoint the officers of the corporation, and set their salary; (3) adopt the bylaws of the corporation; (4) adopt the corporation's share certificates; (5) authorize the issuance of stock to specified shareholders at a specified price; (6) set the corporation's accounting year; (7) designate a banking institution; (8) adopt small business tax treatment, if applicable; (9) permit the reimbursement of expenses paid to form the corporation; and (10) authorize the officers of the corporation to do all acts necessary to complete the organization of the corporation, such as obtaining a federal taxpayer identification number, filing the Statement of Information, filing the Notice of Transaction, etc...
- Preparation of the minutes, or resolutions, of the First Shareholder's Meeting where applicable to elect S- Status;
- Preparation of the Information Statement of the Officers and Directors which must be submitted to the California Secretary of State along with the $25 filing fee within 90 days of the date of incorporation;
- Preparation of I.R.S. Form SS-4 which must be filed with the IRS so the corporation can acquire a Federal Taxpayer Identification Number necessary to open a bank account;
- Preparation of I.R.S. Form 2553 which also must be filed with the IRS if the corporation desires to elect S-Corporation status;
- Preparation of the California Corporate Commissioner's required Notice Of Transaction, which must be filed within 15 days of the date the corporation issue's stock (filing fee is $25+ depending on the type of filing required);
- Preparation of letters from each of the corporation's prospective shareholder's requesting they be issued shares;
- Preparation of the corporation's stock ledger, if the initial shareholders are known;
- Preparation of stock certificates for the corporation's initial shareholders; and
- Provision of a 15+ page letter advising you of the special laws governing your corporation and how to maintain the "limited liability protection" afforded to the corporate shareholders.
You're Not Done Yet... Continued Below.
SPECIAL OFFER: OUR OFFICE WILL INCORPORATE A BUSINESS FOR JUST $1,280+Costs
Not interested in performing all of these services yourself? If you would like to retain our services to incorporate your business in California, or to form and organize a new California corporation, call Melissa C. Marsh at 818-849-5206 or Send us an Email. We can help answer your questions about incorporating in California, Nevada, or Delaware and we can prepare and file all of your documents to properly form and organize your corporation.
SPECIAL OFFER: ANNUAL CORPORATE MEETING AND MINUTE SERVICE.
If you hire us to incorporate your business ( form a California corporation ), you can subscribe to our NEW Corporate Compliance Plan ($499 for new clients). Our Corporate Compliance Plan entitles the subscriber to: (1) an unlimited number of telephone consultations (up to one 15 minute call per week) during the first year of incorporation to discuss any matter relating to the organization and maintenance of a California corporation; (2) the preparation of the corporation's annual minutes, or resolutions; and (3) the preparation of the corporation's special minutes at a substantially reduced rate. For more information, click here or Send us an Email.
After the California corporation has been formed and organized, there is still more to do. The officers of the corporation must arrange to:
- Open a Bank Account (Our Incorporation Service Ensures You Will Have Everything You Need To Do This);
- Prepare File and Publish a Fictitious Business Name (DBA);
- Obtain a City Business License;
- Obtain a California Seller's Permit, if the corporation will be selling any taxable goods;
- Register a California Trademark or Service Mark, and possibly a federal mark, if branding of your product or service is important;
- Register the corporation with the Employment Development Department within 15 days of paying an employee $100 or more. To register, the corporation must complete Form DE-1. Once filed, the EDD will issue a California employer account number. Once issued, the California corporation will need to setup payroll, or hire a payroll service like Paychex or ADP;
- File Form DE-542 with the EDD if the corporation will hire an independent contractor who will be paid at least $600; and
- Shareholder Buy-Sell Agreement. If there is more than one shareholder, we strongly suggest all of the shareholders execute a shareholder agreement (a.k.a. shareholder buy-sell agreement, shareholder buy-out agreement) restricting the transfer of the shares of stock and providing a fair buyout price or formula in the event of death, disability, divorce, forced withdrawal, termination of the shareholder's employment, or the filing of bankruptcy.
Not interested in performing all of these services yourself? If you would like to retain our services please call Melissa C. Marsh at 818-849-5206 or Send her an Email. She can help answer your questions about incorporating in California, Nevada, or Delaware and she can prepare and file all of your documents properly within 10 days.
© 2009 Melissa C. Marsh. All Rights Reserved.
If you have additional questions, or need specific legal advice tailored to your specific needs, please schedule a low cost Telephone Consultation.
If you would like to inquire about my services, please call 818-849-5206.
Disclaimer: The information presented on this web site was prepared by Melissa C. Marsh for general
informational purposes only and does not constitute legal advice. The information provided in my articles and alerts should not be relied upon, or used as
a substitute for professional legal advice from an attorney you retain to advise or represent you. Your use of this Internet site does not create an attorney-
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Located in Los Angeles, California, the Law
Office of Melissa C. Marsh handles business law and corporation law matters as a lawyer for clients
throughout Los Angeles including Burbank, Sherman Oaks, Studio City, Valley Village, North Hollywood, Woodland Hills, Hollywood, West LA as
well as Riverside County, San Fernando, Ventura County, and Santa Clarita. Attorney Melissa C. Marsh has considerable experience handling
business matters both nationally and internationally. We routinely assist our clients with incorporation, forming a California corporation, forming a
California llc, partnership, annual minutes, shareholder meetings, director meetings, getting a taxpayer ID number (EIN), buying a business, selling a
business, commercial lease review, employee disputes, independent contractors, construction, and personal matters such as preparing a will, living
trust, power of attorney, health care directive, and more.