Incorporate in California for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a California S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in California, however, come down to the following:

• Ownership Rules: A C-Corp is taxed as a separate entity from the shareholders. Shareholders report and pay taxes on what the corporation pays them. An S-Corp is taxed like a partnership with a "pass-through" structure. It's not doubly taxed because the corporate entity can pass corporate income, losses, deductions, and credits to its shareholders for federal tax purposes. Corporate owners do pay taxes on their share of the corporation's profits, and they're taxed at their individual tax rate.
• Documents: If you want to form an S-Corp, file IRS Form 2553 to elect this status within 45 days of incorporating. To qualify as an S-Corp, your business must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders must be individuals, certain trusts, or estates.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following California requirements:

• Your name should end with "Company," "Corporation," "Corp.," "Incorporated," "Limited," or an abbreviation of one of these terms.
• Your name cannot be deceptive. If you are selling surfboards, you cannot name your company "Sal's Garden Produce."
• Ensure that your name is distinguishable from that of any other existing registered business name in California.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In California, your corporation must have at least three directors, unless shares have not yet been issued. In this case, the number can be one or two. If you have only one shareholder, you can have only one director. If your corporation has two shareholders, you can have two or three directors. There are no age requirements for directors and no requirement that directors live in California.

State the number of your corporation's directors in either your bylaws or your business's Articles of Incorporation.

Along with personnel requirements, you must include the following in your Articles of Incorporation in California.

You must appoint a registered agent. A registered agent is a person or business who receives important tax, government, and legal documents for your corporation, including service of process of lawsuits. Your agent must be available during normal business hours. The name of your registered agent must be included in your Articles of Incorporation, and California requires that your agent have a physical address in the state. 

Although your corporation cannot act as its own agent, a director or officer of the corporation can. In this case, their name and address will be recorded in public records as the registered agent. A common alternative is to use a registered agent service so your personal business address can remain private and you can avoid unwanted third-party solicitations.   Rocket Lawyer can help you designate your registered agent when you register your business with us.

California requires that you file additional paperwork with your Articles of Incorporation, including an initial Statement of Information with the California Department of State. This is due within 90 days of filing your Articles, then again each year during the corporation's anniversary month. Failure to file could jeopardize your corporate status.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In California, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $100.

• Fee to expedite your filing: $350.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 2-3 weeks.

•  Expedited processing time: 5-7 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes, your new corporation does have to pay taxes. Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Many business owners choose S-Corps because the corporation is generally exempt from income tax (although owners still pay income tax), and there is no double taxation. A C-Corp offers flexibility because you can have several classes of shareholders with different voting rights, but there are tax implications.

Every corporation that is incorporated, registered, or doing business in California must pay the $800 minimum franchise tax.

California requires that you create corporate records, such as Bylaws and Corporate Minutes, to maintain your corporate status. Bylaws set forth your company's internal operating rules and procedures, define the responsibilities of your directors, explain the rights and powers of your shareholders, and address all other corporate matters. You don't have to file your Bylaws with the state, but you'll have to provide them to banks, lending institutions, creditors, the IRS, and the courts to prove that your corporation is valid and legitimate. Bylaws also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.

Keeping minutes of your director and shareholder meetings is also required in California. These records should be maintained at your corporate office with your other company records. Corporate Minutes keep track of all votes on your important business decisions and help secure your corporate status.

We have more detailed information about California's requirements for Bylaws and Corporate Meeting Minutes.
We wish you success with your new California corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in California or domestic corporations that also operate in California. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.