Organization Of California Stock Corporations (Page 3 of 4) in pdf

Organization of California Stock Corporations

Instructions:

Articles of Incorporation must be drafted to include all the provisions required by the California

Corporations Code. Articles of Incorporation may include other provisions as permitted under California

law (e.g., the name and address of each initial director). The attached sample meets the minimum

statutory requirements and should only be used as a guide in preparing Articles of Incorporation. The

document should be typed with letters in dark contrast to the paper. Documents not suitable for

reproduction will be returned unfiled. Note: The file date of Articles of Incorporation is generally the date

the document complying with applicable law is received in the Secretary of State’s office.

Article I:

The articles must include a statement of the name of the corporation.



The name must be exactly as you want it to appear on the records of the California

Secretary of State.



Name restrictions apply to most business entities. Please refer to our Name

Availability webpage at

for

business entity name regulations and the most common statutory requirements

and restrictions relating to the adoption of a business entity name in California.

Article II:

This exact statement is required by the California Corporations Code and should not be

altered.

Article III:

The articles must include the name of the initial agent for service of process.



If an individual is designated as agent, include the agent’s business or residential

street address in California (a P.O. Box address is not acceptable). Please do not

use “in care of” (c/o) or abbreviate the name of the city.



If another corporation is designated as agent, do not include the address of the

designated corporation.

Note: Before another corporation may be designated as agent, that corporation must

have previously filed with the Secretary of State a certificate pursuant to California

Corporations Code section 1505. A corporation cannot act as its own agent and

no domestic or foreign corporation may file pursuant to Section 1505 unless the

corporation is currently authorized to engage in business in California and is in good

standing on the records of the California Secretary of State.

Article IV:

The articles must include a statement of the total number of shares the corporation will be

authorized to issue.

Note: Before shares of stock are sold or issued the corporation must comply with the

Corporate Securities Law administered by the Department of Corporations. Information

regarding permits to issue shares can be obtained from the Department of

Corporation’s website at

or by calling the Department of Corporations at

(213) 576-7500.

Execution:

The articles must be signed by each incorporator, or by each initial director named in the

articles. If initial directors are named, each director must both sign and acknowledge the

articles. Note: If initial directors are not named in the articles, the individual(s) executing the

document is the incorporator(s) of the corporation. The name of each incorporator or initial

director should be typed beneath their signatures.

An “agent for service of process” is an individual (director, officer or any other person, whether or not affiliated with the

corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued.

Note: The agent must agree to accept service of process on behalf of the corporation prior to designation.

Secretary of State Instructions

ARTS-GENERAL (REV 04/2010)

Organization Of California Stock Corporations Page 3

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