Please refer to our Name Availability webpage for complete information and request forms.

·       A request to check for the availability of a corporation, limited liability company or limited partnership name can be submitted by mail to the Secretary of State's Sacramento office. Corporation, limited liability company and limited partnership names can be checked by phone upon establishing a prepaid account with the Secretary of State.

·       A request to reserve a corporation, limited liability company or limited partnership name can be submitted by mail or dropped off at the counter at the Secretary of State's Sacramento office. A request to reserve a corporation name can also be submitted in person to the Secretary of State's Los Angeles regional office. Corporation and limited liability company names can be reserved by phone upon establishing a prepaid account with the Secretary of State.

Online requests to check or reserve a corporation, limited liability company or limited partnership name are not available at this time.

A business entity can be formed in California by filing the applicable document or form (as described below) with the Secretary of State. The document samples and forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable document sample or form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

• Corporation: File Articles of Incorporation. The following Articles of Incorporation forms for the most common types of corporations are provided. The forms have been drafted to meet the minimum statutory requirements. You can either use the form or compose your own statutorily compliant document:

• Articles of Incorporation of a General Stock Corporation (Form ARTS–GS)

• Articles of Incorporation of a Close Corporation (Form ARTS–CL)

• Articles of Incorporation of a Professional Corporation (Form ARTS–PC)

• Articles of Incorporation of a Nonprofit Mutual Benefit Corporation (Form ARTS–MU)

• Articles of Incorporation of a Nonprofit Public Benefit Corporation (Form ARTS–PB–501(c)(3))

• Articles of Incorporation of a Nonprofit Religious Corporation (Form ARTS–RE)

• Articles of Incorporation of a Common Interest Development Association (Form ARTS–CID)

• Limited Liability Company: File Articles of Organization (Form LLC–1).

• Limited Partnership: File a Certificate of Limited Partnership (Form LP–1).

• General Partnership: File a Statement of Partnership Authority (Form GP–1). Filing Form GP–1 is permissive. Note: A general partnership may record its partnership agreement at the county recorder's office in the county where the general partnership is located.

• Limited Liability Partnership: Once a general partnership, file an Application to Register a Limited Liability Partnership (Form LLP–1).

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting formation documents to the Secretary of State.

Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

Once the business entity is formed or registered with the California Secretary of State it must obtain the necessary licenses and/or permits.

The Secretary of State does not issue licenses or permits for business entities. Please refer to the CalGold (California Government: On–Line to Desktops) website for information about business license/permit requirements. CalGold's online database provides links and contact information to agencies that administer and issue business licenses, permits and registration requirements from all levels of government.

Fictitious business names are filed with the county in which the principal place of business is located. Please check with the county for specific requirements.

No, bylaws and operating agreements (and any amendments thereto) are maintained by the business entity and are not filed with the Secretary of State. Requests for copies or information about these documents should be directed to the business entity itself.

Corporate seals may be obtained directly from an office supply or stationary company. The Secretary of State does not issue corporate seals.

Before transacting intrastate business in California the business must first qualify/register with the California Secretary of State. (California Corporations Code section 2105, 15909.02, 16959 or 17708.02.) California Corporations Code sections 191, 15901.02(ai) and 17708.03define "transacting intrastate "as entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.

The Secretary of State's office cannot advise you as to whether or not the business must qualify/register to do business in California. If you require assistance in making that determination and to ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel.

A foreign business entity can qualify/register to transact business in California by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

·       Corporation: File a Statement and Designation by Foreign Corporation (Form S&DC–S/N [for foreign general stock or nonprofit corporations], Form S&DC-PC [for foreign professional law or accountancy corporations] or Form S&DC–INS [for foreign insurer corporations) and attach to the completed form a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign corporation is incorporated.

·       Limited Liability Company: File an Application to Register (Form LLC–5) and attach to the completed form a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign limited liability company is organized.

·       Limited Partnership: File an Application for Registration (Form LP–5) and attach to the completed form a valid certificate of good standing (or other record of similar import) by an authorized public official of the foreign jurisdiction under which the foreign limited partnership is organized.

·       Limited Liability Partnership: File an Application to Register a Limited Liability Partnership (Form LLP–1) and attach to the completed form a valid certificate of good standing (or other record of similar import) by an authorized public official of the foreign jurisdiction under which the foreign limited liability partnership is organized.

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting qualification or registration documents to the California Secretary of State.

Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

A domestic (California) or foreign (out–of–state or out–of–country) business entity can dissolve, surrender or cancel by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable form(s) for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

·       California (stock) Corporation: File a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) and a Certificate of Dissolution (Form DISS STK), unless the election to dissolve is made by the vote of all the outstanding shares, in which case only the Certificate of Dissolution (Form DISS STK) is required; OR, in limited circumstances, a Short Form Certificate of Dissolution (Form DSF STK) may be filed.

·       California (nonprofit) Corporation: File a Certificate of Election to Wind Up and Dissolve (Form ELEC NP) and a Certificate of Dissolution (Form DISS NP), unless the election to dissolve is made by a vote of all the members, or if the corporation has no members by the vote of all the directors, in which case only the Certificate of Dissolution is required. Note: If the dissolving corporation is a nonprofit public benefit or religious corporation, the Certificate of Dissolution (Form DISS NP) must be accompanied by a letter from the Attorney General that either waives objections to the distribution of the corporation's assets or confirms that the corporation has no assets.

·       Foreign Corporation: File a Certificate of Surrender of Right to Transact Intrastate Business (Form SURRENDER–CORPORATION).

·       California Limited Liability Company: File a Certificate of Dissolution (Form LLC–3) and Certificate of Cancellation (Form LLC–4/7), unless all the members vote to dissolve, in which case only Form LLC–4/7 is required; OR, in limited circumstances, a Short Form Certificate of Cancellation (Form LLC–4/8) may be filed.

·       Foreign Limited Liability Company: File a Certificate of Cancellation (Form LLC–4/7).

·       California or Foreign Limited Partnership: File a Certificate of Cancellation (Form LP–4/7).

·       General Partnership: File a Certificate of Dissolution (Form GP–4).

·       Limited Liability Partnership: File a Notice of Change of Status (Form LLP–4).

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting termination documents to the California Secretary of State.

Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

The Secretary of State's office has been advised that letters are being sent to California corporations directing them to submit $495 and a completed form to a private company named Business Filings Division in order to dissolve their business entity. A similar letter is being sent to California limited liability companies.

The letter/form does not meet the requirements of the California Corporations Code, and a corporation cannot delegate the obligation to have the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution signed and verified by the shareholders, members, officers or directors of the corporation. Additionally, the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution must be submitted to the California Secretary of State's office for filing. Please note there is no filing fee associated with either document.

If you do intend to terminate your business entity, please refer to our Forms, Samples and Fees webpage for forms that meet the minimum content requirements of the California Corporations Code and instructions for these filings. The completed forms can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, Third Floor, Sacramento, California, 95814, or can be delivered in person to the Sacramento office at that same address. There is no fee for submitting these documents to our office by mail, however, there is a $15 service fee for submitting these forms in person for

California businesses that receive one of these fraudulent solicitation letters can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General's office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2250. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website at www.oag.ca.gov/consumers.

These solicitations are not being made by the California Secretary of State's office and are not being made by or on behalf of any governmental entity. Although a business entity can use an intermediary to submit filings and fees to our office, no business is required to go through another company in order to file its documents with the Secretary of State's office.

Statement of Information filing requirements vary depending on the type of entity (corporation or limited liability company), jurisdiction of formation, and for corporations, if the entity is a stock or nonprofit corporation. Statement forms are available on the Statements of Information webpage. Please refer to the applicable form for complete filing instructions, fees and relevant statutory filing provisions.

There are several agencies that administer a variety of taxes. Please refer to our Tax Information webpage for a list of agencies that can assist you in determining your tax obligations and provide you with information about tax reporting and taxpayer rights. Please refer to theCalGOLD (California Government: On–Line to Desktops) website for information about business license/permit requirements in California.

Some private companies have been soliciting business through mass mailings to business entities to prepare annual minutes and/or to file the Statement of Information with our office. These private companies are in no way affiliated with the Secretary of State or any other government agency, although the solicitations are made to appear similar to our Statement of Information form. Please refer to ourCustomer Alert webpage for additional information about these types of misleading solicitations.

California businesses in receipt of a solicitation letter that seems misleading or confusing can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General's office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2550. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website at www.ag.ca.gov/consumers/general.php.

A domestic (California) or foreign (out–of–state or out–of–country) business entity can change the recorded information by filing the applicable form (as described below) with the Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

·       California (stock) Corporation: File a Statement of Information – Domestic Stock Corporation (Form SI–200). Complete the form in its entirety.

·       California (nonprofit) Corporation: File a Statement of Information – Domestic Nonprofit Corporation (Form SI–100). Complete the form in its entirety.

·       Foreign Corporation: File a Statement of Information – Foreign Corporation (Form SI–350). Complete the form in its entirety.

·       California Limited Liability Company: File a Statement of Information – Limited Liability Company (Form LLC–12). Complete the form in its entirety.

·       Foreign Limited Liability Company: File a Statement of Information – Limited Liability Company (Form LLC–12). Complete the form in its entirety.

·       California Limited Partnership: File an Amendment to Certificate of Limited Partnership (Form LP–2).

·       Foreign Limited Partnership: File an Amendment to Application for Registration (Form LP–6).

·       General Partnership: File a Statement of Amendment/Cancellation (Form GP–7).

·       Limited Liability Partnership: File an Amendment to Registration (Form LLP–2).

·       Unincorporated Association: File a Statement by Unincorporated Association (Form UA–100).

·       Foreign Partnership (other than a foreign limited partnership): File a Statement by Foreign Partnership (Form LL–27).

An agent for service of process is an individual who resides in California, or a corporation, designated to accept service of process (court papers) if the business entity is sued. If a corporation is designated as agent for service of process, that corporation must have previously filed a certificate pursuant to California Corporations Code section 1505.

A business entity cannot act as its own agent for service of process and no corporation may file a certificate pursuant to California Corporations Code section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State.

The Secretary of State does not provide a list of corporations authorized to act as agents for service of process. The private service companies listed on our Private Service Companies webpage may be able to assist you. Note: The Secretary of State's office does not endorse these service companies nor are they affiliated with the Secretary of State's office.

A domestic (California) or foreign (out–of–state or out–of–country) business entity can change the name and/or address of its designated agent for service of process by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage. Please refer to the applicable form for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

·       California (stock) Corporation: File a Statement of Information – Domestic Stock Corporation (Form SI–200). Complete the form in its entirety.

·       California (nonprofit) Corporation: File a Statement of Information – Domestic Nonprofit Corporation (Form SI–100). Complete the form in its entirety.

·       Foreign Corporation: File a Statement of Information – Foreign Corporation (Form SI–350). Complete the form in its entirety.

·       California Limited Liability Company: File a Statement of Information – Limited Liability Company (Form LLC–12). Complete the form in its entirety.

·       Foreign Limited Liability Company: File a Statement of Information – Limited Liability Company (Form LLC–12). Complete the form in its entirety.

·       California Limited Partnership: File an Amendment to Certificate of Limited Partnership (Form LP–2).

·       Foreign Limited Partnership: File an Amendment to Application for Registration (Form LP–6).

·       General Partnership: File a Statement of Amendment/Cancellation (Form GP–7).

·       Limited Liability Partnership: File an Amendment to Registration (Form LLP–2).

·       Unincorporated Association: File a Statement by Unincorporated Association (Form UA–100).

·       Foreign Partnership (other than a foreign limited partnership): File a Statement by Foreign Partnership (Form LL–27).

Please refer to our Service of Process webpage for information about substituted service of process through the Secretary of State's office.

A business entity that does not timely file a required Statement of Information is provided with a notice of delinquency, and after a 60–day delinquency period, the Secretary of State certifies the name of the business entity to the Franchise Tax Board. Upon certification by the Secretary of State, the Franchise Tax Board assesses a penalty against the business entity. The Franchise Tax Board may assess penalties for additional reasons. If you have further questions about an assessed penalty, you should contact the Franchise Tax Board.