California Corporation Formation Checklist
Determine whether to incorporate in California or other jurisdiction (consider tax, legal, regulatory and other factors).
Determine whether chosen corporation name complies with California law.
Determine name availability for chosen corporation name by (i) performing a search online with the California Secretary of State at https://businesssearch.sos.ca.gov/ or completing Name Availability Inquiry Letter and (ii) conducting Internet search to see if companies with similar names exist.
Determine whether the corporation’s name (or similar name) has been registered by another entity as a trade or service mark with federal or California agencies.
If incorporator desires to reserve corporation name pending incorporation, complete and file Name Reservation Request (optional).
File for trademark or service mark protection, both U.S. and California.
Draft articles of incorporation.
File articles of incorporation.
Hold first meeting of the Board of directors or draft action by consent ratifying the actions taken above.
Draft shareholder agreement, if necessary.
File for necessary licenses and permits. Check CalGold’s online database, http://www.calgold.ca.gov, for information regarding specific business license/permit requirements applicable to specific locations and types of business.
Apply to the IRS for an Employer Identification Number.
Determine whether to make an S corporation election.
If applicable, apply to the California State Board of Equalization (or its successor, California Department of Tax and Fee Administration (CDTFA)) for a Seller’s Permit for each location in which the corporation will be doing business.
If applicable, apply to the California State Board of Equalization (or its successor, CDTFA) for a Use Tax account.
Draft share subscription agreements and issue shares.
About the Author:
Dallas P. Verhagen is a business attorney and a partner at Verhagen | Bennett LLP. To learn more about Dallas, please click here.
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© 2017 Dallas P. Verhagen — This article is for general information only. The information presented should not be construed to be formal legal advice nor the formation of a lawyer/client relationship.