Sample Articles of Incorporation
see URL = http://www.ss.ca.gov/business/corp/pdf/articles/corp_artsgen.pdf
Secretary of State Information
ARTS-GENERAL (Rev 07/2004)
ORGANIZATION OF CALIFORNIA STOCK CORPORATIONS
Business corporations authorized to issue stock, excluding such special organizations as cooperatives, credit unions,
etc., are organized under the General Corporation Law, and particularly Title 1, Division 1, Chapter 2, California
Corporations Code.
California Corporations Code Sections 200-202 outline the minimum content requirements of Articles of Incorporation
for stock corporations. The attached sample has been drafted to meet those minimum statutory requirements. The
sample may be used as a guide in preparing documents to be filed with the Secretary of State to incorporate. It is,
however, suggested that you seek private counsel for advice regarding the proposed corporationfs specific business
needs, which may require the inclusion of special permissive provisions.
The fee for filing Articles of Incorporation on behalf of a stock corporation is $100.00. Check(s) should be made
payable to the Secretary of State.
PLEASE NOTE: Businesses incorporating in California are subject to California corporation franchise tax
requirements until such time as they formally dissolve. Information regarding franchise tax requirements can be
obtained from the Franchise Tax Boardfs Internet Web site or by calling the Franchise Tax Board at 1-800-852-
5711.
The original and at least two copies of the Articles of Incorporation should be included with your submittal. The
Secretary of State will certify two copies of the filed document without charge, provided that the copies are
submitted to the Secretary of State with the original to be filed. Any additional copies submitted with the original
will be certified upon request and payment of the $8.00 per copy certification fee.
Documents can be mailed or hand delivered for over-the-counter processing to the Sacramento office at:
Business Programs Division (916) 657-5448
1500 11th Street
Sacramento, CA 95814
Attention: Document Filing Support Unit
OR
can be hand delivered for over-the-counter processing to any of the regional offices located in:
. Fresno (559) 445-6900
1315 Van Ness Avenue, Suite 203
Fresno, CA 93721-1729
. Los Angeles (213) 897-3062
The Ronald Reagan Building
12th Floor South Tower, Room 12513
300 South Spring Street
Los Angeles, CA 90013-1233
. San Diego (619) 525-4113
1350 Front Street, Suite 2060
San Diego, CA 92101-3609
. San Francisco (415) 557-8000
455 Golden Gate Avenue, Suite 14500
San Francisco, CA 94102-7007
NOTE: . Cash is accepted only in the Sacramento office.
. Duplicate original documents must be submitted when filing in any of the regional offices.
. Regional offices do not process mailed in documents.
Secretary of State Information (Please see reverse)
ARTS-GENERAL (Rev 07/2004)
A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the
Sacramento office or in any of the regional offices located in Fresno, Los Angeles, San Diego and San Francisco. The
$15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the
documents are filed or rejected. The special handling fee does not apply to documents submitted by mail.
Preclearance or expedited filing of eligible corporate documents can be requested in a specified time frame, for an
additional fee (in lieu of the $15.00 special handling fee), as described in the Preclearance/Expedited Filing Service
Information. The preclearance/expedited filing service is not available in the regional offices.
When forming a new corporation you may need to contact one or more of the following agencies for additional
information:
. The Franchise Tax Board -for information regarding franchise tax requirements.
. The Board of Equalization - for information regarding sales tax and/or use tax liability.
. The Department of Corporations - for information regarding issuance and sale of securities in
California, Franchise Investment Law, Personal Property Brokers Law and/or Escrow Law requirements.
. The Department of Insurance - for information regarding insurer requirements
. The Department of Financial Institutions - for information regarding the organization of banks and
corporate name style requirements.
. The Department of Consumer Affairs - for information regarding licensing requirements.
. The Employment Development Department - for information regarding disability unemployment
insurance tax.
. The Department of Industrial Relations, Division of Worker's Compensation - for information regarding
workman's compensation requirements.
. The city and/or county clerk and/or recorder where the principal place of business is located - for
information regarding business licenses, fictitious business names (if doing business under a name other
than the corporate name), and for specific requirements regarding zoning, building permits, etc. based on
the business activities of the corporation.
. The Internal Revenue Service (IRS) - for information regarding federal employer identification
numbers.
The Secretary of State does not license corporations or business entities. For licensing requirements, please contact
the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the
business, e.g. Contractors' State License Board.
Secretary of State Instructions
ARTS-GENERAL (Rev 07/2004)
INSTRUCTIONS:
Using the attached sample as a guide, Articles of Incorporation must be drafted to include all
required provisions and may include other provisions, such as the names and addresses of the
initial directors, if those provisions are permitted under California law. The Secretary of Statefs
office, however, does not provide samples that include permissive provisions. The document
must be typed with letters in dark contrast to the paper. Documents that would produce poor
quality microfilm will be returned unfiled.
Article I . The Articles must include a statement of the name of the corporation, which
name must be exactly as you want it to appear on the records of the Secretary of State.
Article II . This exact statement is required by the California Corporations Code and
cannot be modified.
Article III . The Articles must include a statement as to the name and California address
of the initial agent for service of process. The designated agent, whether an individual or
a corporation, must agree to accept service of process on behalf of the corporation prior
to designation. A corporation cannot designate itself as its own agent for service of
process. When designating another corporation as agent, that other corporation must
have previously filed a Certificate Pursuant to Section 1505, California
Corporations Code, with the Secretary of State. When a corporate agent is used, the
address of the designated corporation must be omitted.
Article IV . The Articles must include a statement of the total number of shares that 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.
For information regarding permits to issue shares please contact that agency.
The Articles of Incorporation must be signed by an incorporator, or by
directors, if initial directors have been named in the document. If directors are named,
each director must both sign and acknowledge the articles. The names of incorporators
or directors must be typed beneath their signatures.
The original and at least two copies of the Articles of Incorporation, together with the applicable
fee, must be mailed or hand delivered to the Secretary of Statefs office in Sacramento or hand
delivered to the one of the regional offices located in Fresno, Los Angeles, San Diego or San
Francisco. Regional offices do not process mailed in documents. If documents are submitted to a
regional office, a duplicate original is also required.
To facilitate the processing of documents mailed to the Sacramento office, a self-addressed
envelope and a letter referencing the corporate name as well as your own name, return address
and telephone number should also be submitted.
Secretary of State Sample
ARTS-GENERAL (Rev 07/2004)
SAMPLE - ARTICLES OF INCORPORATION

ARTICLES OF INCORPORATION

OF

_______________________

I.

The name of this corporation is__________ [corporation name].

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in California of this corporation's initial agent for service of process is __________ [name of initial agent], who may be served at __________ [initial agent address], California zip.

IV.

This corporation is authorized to issue only one class of shares of stock. The total number of shares that this corporation is authorized to issue is _____[number of issuable shares].

Dated:__________

_____________________________
Incorporator (signature)
         Typed name of Incorporator

__________ [I or We] declare that __________ [we are or I am] the person(s) who executed the foregoing articles of incorporation.

_____________________________
         Incorporator (signature)
         Typed name of Incorporator