California Articles of Incorporation (Close Corporation)
ARTICLES OF INCORPORATION
The name of this corporation is (NAME OF CORPORATION)
The purpose of the 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.
The name and address in the State of California of this corporation's initial agent for service of process is:
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The name of a close corporation must include the word "corporation", "incorporated" or "limited" or an abbreviation of one of the three.
Article II—has been taken directly from the California Corporations Code as is required by law and should not be modified when drafting documents.
Article III—is to be completed with the name and California street address, or the physical location, of the agent for service of process a post office box is not acceptable). The designated agent, individual or corporation, must agree to accept process on behalf of the corporation prior to designation. A proposed corporation cannot designate itself as agent for service of process. When designating another corporation as agent, the agent corporation must have on file, in the Secretary of State, a statement pursuant to Section 1505, California Corporation Code. When a corporate agent is used, the address of the designated corporation is to be omitted from the articles.
Article IV—is to be completed with the total number of shares that the corporation is authorized to issue.
Article V—is to be retained as stated with the number of persons completed. Please note that the number of persons designated cannot exceed 35.
The Articles of Incorporation must be originally signed by an incorporator unless initial directors are named in the articles. If initial directors have been named in the Articles of Incorporation the directors named must sign and acknowledge the document in lieu of an incorporator. The name(s) of the person(s) signing must be typed directly below the signature.
The original and at least two copies of the completed documents are then mailed or hand delivered to the Secretary of State, together with the applicable fee. (If documents are to be filed in the Fresno, Los Angeles or San Diego office, a duplicate original is also required.)
ORGANIZATION OF CALIFORNIA CLOSE 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.
Sections 200–202, California Corporations Code, outline the minimum content requirements of Articles of Incorporation for stock corporations. Section 158 of the Code specifically deals with statutory close corporations. The attached sample was drafted to meet minimum statutory requirements. The sample may be used to draft 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's specific business needs which may require the inclusion of special permissive provisions or the formation of the corporation as a general stock corporation rather than formation as a close corporation.
THE FEE FOR FILING ARTICLES OF INCORPORATION ON BEHALF OF A STOCK CORPORATION IS $_____. Additionally, the $_____ minimum annual franchise...