This is our most popular package with UK residents, and includes:
The submission of forms detailing your company's executive officers (£50,000 of authorised share capital, a minimum of 25% of which must be fully paid up before you start trading)
Public company formation is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
Applicant appointment of directors and secretary roles for company (appointed electronically, 2 separate persons are required)
The following documents will be e-mailed to you (Note: these documents are to be printed and signed):
Electronic Certificate of Incorporation (PDF)
Electronic Memorandum & Articles of Association (MS Word)
Minutes of the First Meeting of Directors (MS Word)
Share Certificates and company Register
Economy Package
£ 102.00
Annual Maintenance Fee £50.00
This is our most popular package with EU residents, and includes:
The submission of forms detailing your company's executive officers (£50,000 of authorised share capital, a minimum of 25% of which must be fully paid up before you start trading)
Public company registration is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
Applicant appointment of directors and secretary roles for company (appointed electronically)
A registered office address for 12 months, provided by Coddan
An application form for the following year's renewal of the Registered Office Address service (£50.00)
Annual Return and Annual Account reminder
The following documents will be e-mailed to you (Note: these documents are to be printed and signed):
Electronic Certificate of Incorporation (PDF)
Electronic Memorandum & Articles of Association (MS Word)
Minutes of the First Meeting of Directors (MS Word)
Share Certificates and company Register
Premier Package
£ 151.95
Annual Maintenance Fee £99.95
This is our most popular package with small business, and includes:
Submission of applications that details company's executive director (£50,000 of authorised share capital, a minimum of 25% of which must be fully paid up before you start trading)
Public company incorporation is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
Applicant appointment of directors for company (appointed electronically)
A registered office address for 12 months, provided by Coddan
An application form for the following year's renewal of the Registered Office Address service (£50.00)
Nominee company secretarial service for 12 months (next year - £49.95)
Annual Return and Annual Account reminder
The following documents will be posted to you (these documents will be sent via Royal Mail):
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The Minutes of the First Directors' Meeting
Two printed share certificates and Company Register
Deluxe Package
£ 276.95
Annual Maintenance Fee £224.95
This is our most popular package with overseas residents, and includes:
£50,000 of authorised share capital, a minimum of 25% of which must be fully paid up before you start trading
Public company formation is usually achieved within 6-8 workday hours (Companies House permitting)
Payment of UK legal and initiation fees
A registered office address for 12 months, provided by Coddan
An application form for the following year's renewal of the Registered Office Address service (£50.00)
Nominee company secretary service for 12 months (next year - £49.95)
Coddan provides a company one nominee director service for 1 year (next year - £125.00)
The name of the nominee director & secretary will appear as a public record
Annual Return and Annual Account reminder
The following two hard bound copies of corporate documents will be posted to you (Note: these documents are sent to you through Royal Mail Service, and are to be completed upon arrival):
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The Minutes of the First Directors' Meeting
Two printed share certificates and Company Register
A pre-signed, undated letter of resignation from the nominee director
A General Power of Attorney signed by nominee director
An indemnity Letter for General Power of Attorney
A nominee service agreement which provides for the indemnification of the nominees
Business Start-Up: Legal Requirements
Company subscribers may be residents outside the UK.
You must appoint a minimum of TWO directors.
There is no maximum number of directors.
Directors can be corporate bodies or private individuals.
A director can be of any nationality.
Directors need not be formally trained.
All companies must appoint a company secretary.
Secretaries can be corporate bodies or private individuals.
A secretary can be of any nationality.
Authorised Share Capital (usually £50,000 of which a minimum of 25% must be fully paid up).
The company is required to have a registered office in the UK.
INCORPORATE IN CALIFORNIA. CALIFORNIA LLC FORMATION. INCORPORATING COMPANY IN CALIFORNIA
You probably found this page because you're looking into the process of California company formation. Coddan provides helpful online information in incorporating a business in the State of California. Find out how to incorporate a business in California. Should you come to California to incorporate? Is it wise to pursue incorporation in California? Coddan is here to answer these questions for you and facilitate the process when you're ready to incorporate in California. If you are looking for the most complete, fast, simple, and affordable way to incorporate a corporation, limited liability company or limited partnership, then our online incorporation services are for you. We offer complete and comprehensive California incorporation service. When forming a new California corporation, Coddan makes the process fast, easy, and affordable. Upon ordering, we will prepare and file the Articles of Incorporation on behalf of your company.
Incorporation in California is a fairly easy process but the number of legal issues to consider can make the execution of each stage in the process extremely complex. Every business owner should incorporate their business, since there are more advantages then drawbacks. Incorporating your company is certainly a good answer to protect yourself from those business lawsuits that come around so often. Another problem most of the California businessmen generally experience is ever-increasing taxes. The majority of new businesses seeking liability protection organize as corporations, but limited liability companies (LLCs) are gaining favor. Real estate companies and investment funds are more likely to form as LLCs or limited partnerships, than as corporations. Some other companies elect to become LLCs because the corporate governance is easier. The downside to LLCs are that they are a rather new concept (sort of a hybrid between partnerships and corporations). Because of their relative newness sometimes the legal uncertainties involving them can be a serious disadvantage. We can help you decide the most appropriate legal structure for your business.
Our company is specialized in business incorporation in Delaware, Nevada and California, etc. Form a Corporation, Non-Profit or LLC in California, New York, Delaware or Nevada. We may help you to incorporate in Washington, Florida or Oregon. Coddan offers online USA company start-up services, including Delaware corporations and assists businesses incorporating in California. Provides rush filing options, name reservation and all incorporation filings needed to form your corporation or an LLC. If you would like to incorporate your business online or have questions about the benefits of online incorporation for your business, this site offers many additional resources for researching online incorporation. It is possible to retain nominee officers and directors for your Corporation or nominee members and nominee managers for LLC, who are then listed on the public records. Coddan offers corporate members and directors or nominees to ensure full service to clients. It is not necessary for the officers and directors to be USA residents, nor is it necessary for the officers to be directors of the company. Don't know which type of Entity to form? Call one of our specialists for a FREE CONSULTATION today! Call 0-207-060-0382 or you can chat with one of our reps live online.
Our Service Include
The main advantages of incorporating in California are: lawsuit protection, credibility, tax savings, deductible employee benefits, anonymity, and the simplicity of raising capital. By creating a separate legal entity for personal protection purposes, a California corporation has a broad range of powers beyond that of the standard sole proprietorship such as small claims court benefits, separate liability for corporate debts, and best of all perpetual duration. When you incorporate in California you create a separate legal individual. Incorporate in California Online: Free Name Check For Your California LLC or Corporation |
When you incorporate in California you form a separate entity from the one or ones who own the corporation. Consequently, when an California corporation is sued, there are provisions in the law which protects the owners (shareholders) and mangers (officers and directors) from all personal liability.
While this is a complicated process, once you have a basic understanding of it, you can file for corporate status in under 5-8 days. There are a number of advantages to forming a corporation. This is one of the best ways to protect individual members from financial liability in the event of a lawsuit or other complications. When you register a corporation, your business becomes a separate legal entity. Questions about incorporating in California or forming a limited liability company? Send us an email, or give us a call. It's our belief that the best decisions are informed decisions, and that everyone deserves the opportunity to use the incorporation tools that government provides. If you have questions please E-Mail or call us: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7060 0382, Fax: +44 20 7681 3318 or USA Toll Free: 1 877 557 5939.
Are you ready to incorporate in California? If you want to become familiar with the description and the contents of California companies formation packages, offered by Coddan and to find above, what kind of service is included in this or that California companies incorporation package, to get an idea about the price of annual fees, and about the general legal requirements, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. How to Become a Company »Click Here for More Details |
Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
There are a number of different reasons to incorporate California businesses. You not only protect yourself from financial responsibility and legal liability, but you also receive several tax incentives as well. If you and your partners are in business together, California corporation filing can protect you from having your personal bank accounts subject to lawsuits and other judgments against you. Nothing is worse than living in fear of a lean on your property and other assets. If you're thinking about reorganizing your business, you might want to incorporate an California LLC. You receive some of the benefits of California corporation filing without being hit by the double taxation common in S corporations. California corporations are subject to taxes on profits and additional taxes on dividends. This is not the case when you form a limited liability company. California Incorporation Package - £130.00! »California LTD (INC) Company Registration Packages & Costs | (Price Includes Standard State Filing Fee)
If you register an California LLC you will receive protection from personal liability for things like lawsuits ad other financial claims against the company. In an LLC, you do not issue stocks to raise funds, or revenue for capital investment. Instead, members are issued interest certificates that reflect the amount or share of their investment in the company. An LLC is run by the members, and the power vested in these members is determined by percentage of ownership. You can register an LLC by filing with the office of the Secretary of State. In most cases this process is simple, and takes as little as a couple of days to complete. It's a good idea to consult with an attorney or other financial adviser before filing for this status. You may want to weigh the alternatives to determine which business structure meets the needs of your business, your customers and your partners. California LLC Formation Package - £97.00! »California LLC Formation Packages & Costs | (Price Includes Standard State Filing Fee)
This section explains the procedure to incorporate in California as well as post incorporation operations. There is a big difference between filing articles of incorporation and incorporating. The procedure to incorporate in California is similar to the incorporation process in other states, but not identical. Listen, we are glad you inquired about our services regarding the formation and incorporation of a company in the State of California. In our experience, the most tax advantageous type of company for Non Residents of the United States is the Limited Liability Company (in some Countries this is referred to as "Sociedad de Responsablidad Limitada"). Similar to a Sub Chapter S Corporation for citizens of the U.S., in a Limited Liability Company, the earnings flow directly to the owners, thereby eliminating Corporate Income Taxes.
A regular corporation would be subject to Federal Corporate Income Tax and State Corporate Income Tax. This section explains the procedure how to incorporate in California as well as post incorporation operations. There is a big difference between filing articles of incorporation and incorporating. The procedure to incorporate in California is similar to the incorporation process in other states, but not identical. Incorporation in California takes about one week if done by expedited processing. With normal processing, incorporating takes about a month. Our firm handles the full scope of pre-incorporation and post-incorporation matters, from filing Articles of Incorporation to preparation of all the documents, resolutions and certificates necessary to incorporate. You May Use This Link to Select a Ready-Made Company »List of California Off The Shelf Companies |
A California LLC has the power to hold, purchase and convey real property and personal property and to mortgage or lease any such real and personal estate with its authorization. Has the power to borrow money when necessary for the transaction of its business, or for the exercise of its company rights, privileges or franchises, or for any other lawful purpose of its formation. A California LLC can issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object. Has the power to purchase, hold, sell and transfer units of its own membership, and use therefore its capital, capital surplus, surplus, or other property or fund. Has the power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities, as may be allowed by law.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have questions please E-Mail or call us: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7060 0382, Fax: +44 20 7681 3318 or USA Toll Free: 1 877 557 5939.
INCORPORATE IN CALIFORNIA. SUMMARY OF OUR SERVICES
You probably found this page because you're looking into the process of California corporation formation. While this is a complicated process, once you have a basic understanding of it, you can file for corporate status in under a week. There are a number of advantages to forming a California corporation. This is one of the best ways to protect individual members from financial liability in the event of a lawsuit or other complications. When you form a corporation, your business becomes a separate legal entity.
There are also tax incentives to California corporation organization. If you file for a standard, or C corporation, you can write off things like employee health and dental benefits. In some cases, this formation allows business owners to be treated as employees. This is advantageous for programs like profit sharing, benefits, health care, pension plans and disability insurance. California corporation formation is a process that is reviewed by the California Secretary of State. This office reviews your corporate information and assesses your validity as a business entity in the state. In many cases you will also need to apply for a tax identification number with the Internal Revenue Service.
There are a number of different reasons to incorporate California businesses. You not only protect yourself from financial responsibility and legal liability, but you also receive several tax incentives as well. If you and your partners are in business together, California corporation filing can protect you from having your personal bank accounts subject to lawsuits and other judgments against you. Nothing is worse than living in fear of a lean on your property and other assets.
When you incorporate California businesses, you also protect yourself from your business partners' bad decisions. When you partners make mistakes in the name of the corporation, you are not held personally responsible for their errors. The corporation process is a way to create a separate entity for your business, and separates that entity from the members who make up the board of directors. When you incorporate California businesses, you also receive several tax incentives. For one thing, you can write off the costs of providing your employees with medical or dental insurance, and other benefit packages. These services are considered business expenses that can be deducted from your operating costs come tax season.
You will want to determine the type of corporation you want to set up. This is important because different types of corporations have different benefits. One consideration is the type of organizational structure you want to implement. Many times this consideration is dependent on the size of your business, and you goals for the future. You will also want to consider the type of stock options and investment opportunities you will want to present the general public and investment entities. If you're thinking about reorganizing your business, you might want to form a California LLC. You receive some of the benefits of California corporation filing without being hit by the double taxation common in S corporations. Many California corporations are subject to taxes on profits and additional taxes on dividends. This is not the case when you form a limited liability company.
If you form a California LLC you will receive protection from personal liability for things like lawsuits ad other financial claims against the company. In an LLC, you do not issue stocks to raise funds, or revenue for capital investment. Instead, members are issued interest certificates that reflect the amount or share of their investment in the company. An LLC is run by the members, and the power vested in these members is determined by percentage of ownership. You can form a California LLC by filing with the office of the Secretary of State. In most cases this process is simple, and takes as little as a couple of days to complete. It's a good idea to consult with an attorney or other financial adviser before filing for this status. You may want to weigh the alternatives to determine which business structure meets the needs of your business, your customers and your partners. As of 1994, you can form a California LLC through the office of the California Secretary of State.
All our California LLCs are general trading companies which include search name availability for your California LLC. Preparation and filing of Certificate of Formation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Organization. California Resident Agent for 12 months. Registered Address in the State of California for 12 months. Delivery Certified Copy of the Certificate of Organization is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page California LLC Operating Agreement ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Nominee LLC Member for 12 months - £140.00 2. Nominee Operating Manger for 12 months - £140.00 3. Non-Standard Certificate of Organization (4-5 pages) - £60.00 4. Employer Identification Number (EIN) - £40.00 5. Domain Name Registration (.com or .us) for two years - £30.00 6. 888, 877, or 866 toll-free telephone numbers - £50.00 7. Apostilled Certificate of Good Standing - £125.00 8. Apostilled Certificate of Incorporation - £110.00 9. LLC Kit (seal is included) - £38.00
This is a relatively recent way to structure a business that helps to protect individuals from financial liability. An LLC, or limited liability company, is structured in a similar manner to traditional corporations. You can file for a California LLC in just a matter of a couple of days. There are a number of restrictions and bylaws which you must agree to adhere to in order for your business to be granted LLC status. You can find specific information about the process online by searching the official website of the Secretary of State. Many times forming a California LLC allows you to receive some tax benefits that you cannot receive when you form a full-fledged corporation. It's important to weight the advantages and disadvantages with someone who you can trust. If you find the process overwhelming, you can hire a filing company to do the job for you. This is a great idea if you are filing out of state, or you find the process overwhelming.
If you live outside of the state of California, or outside of the country, and you're thinking about filing for corporate status, you will need to find a California registered agent. This is a person or company that is charged with accepting official documents and other correspondence on your behalf in your absence. You can personally employ someone to perform this task, or you can hire a filing company to do the job for you. During the course of the fiscal year, the California Secretary of State may need to contact you regarding all kinds of different business concerns. You will not be granted corporate status until you provide the name and address of your California registered agent. This is a safety net required by the state to ensure that you run a responsible and ethical business in the state.
Many time business owners and board members choose to incorporate to protect their individual investments. If you're a business owner, you know how frightening it can be to face litigation from customers and business partners. When you form a corporation in California, you protect you bank accounts and personal property from loss. In exchange for this security, you must provide a California registered agent for the processing and servicing of all legal claims against the corporation. One of the best things you can do if you live outside the state of California is assign a non-partisan registered agent. This provides you with the additional protection you may need when it comes to defending your business practices in a court of law. Many California corporation filing companies offer this service for a nominal fee. This is a great way to take the worry out of official state business. Unlike a personal friend, or business partner, hired agents are paid to perform the simple task of receiving and forwarding all official business.
There are three ways to incorporate your business in almost every State: hire a lawyer to do the job for you (a very expensive option), walk in to the State Department office and do it by yourself or to use a professional incorporation company, like Coddan. We can incorporate your business or form your California limited liability company for a small fee. Why incorporate with us? Because we process incorporations each day, from all around the U.S. and the world, from entrepreneurs like you that want to have the peace of mind that only Coddan can bring them. If you still want to take the risk and do it by yourself, please let us help you with this information that we have collected from your state. Please, feel free to review your state's information on our site. We will gladly answer any questions you may have. When you form a domestic California Corporation, Limited Liability Company or Limited Partnership, or if you qualify to do business in the State of California you must designate an agent for service of process.
A company can choose an individual in their own office such as the President, Officer or Director to act as agent, many companies chooses not to. Most companies do not want to be served on the business premises in front of their customers. Nor do they want confidential documents to be misplaced or be viewed by unauthorized individuals within their organization.
Coddan for a reasonable annual fee can eliminate all the above concerns. We take the responsibility of being served and forward all service of process to your company immediately. In addition, we will file your Articles of Incorporation or Statement of Officers without a service fee. Coddan also offers an online management system. This will allow you to update your account information, view service of process, check your company status with the California Secretary of State, find forms, and view new legislation that may affect your company. It is simple to form a company in California. If you wish to have your own business in the State of California we can assist you in forming your local limited liability company, corporation or limited liability partnership. Our total service covers all the necessary applications and registrations. We can also help you in opening a branch office of your foreign company in the State of California. Company law in the USA does not discriminate against foreign nationals.
SELECTING THE FORM OF BUSINESS ORGANIZATION
No single factor is controlling in determining the form of business organization to select but if the business is expected to expand rapidly, a corporation will usually be the best alternative because of the availability of employee incentive stock plans, its ease of accommodating outside investment and greater long-term liquidity for shareholders. It also minimizes potential personal liability. The characteristics of a corporation are described below, followed by an overview of other traditional forms of business organizations. Each of the following factors is described for comparison purposes: statutory formalities of creation, tax consequences, extent of personal liability of owners, ease of additional investment, liquidity, control and legal costs.
Corporation. A corporation is created in California by filing articles of incorporation with the Secretary of State. Its status is maintained by compliance with statutory formalities. A corporation is owned by its shareholders, governed by its Board of Directors who are elected by the shareholders and managed by its officers who are elected by the Board. A shareholder's involvement in managing a corporation is usually limited to extraordinary matters. Use of the corporate form of business does not require a large number of people. In California, a corporation may have only one shareholder and one director. All three required officer positions, president, chief financial officer and secretary may be filled by one person. When a California corporation has two shareholders, there must be at least two Board members. When there are three or more shareholders, there must be at least three persons on the Board.
Since the Board is the governing body of the corporation, when there are three shareholders, a party owning the majority of the shares can still be outvoted on the Board on such important matters such as sales of additional stock and the election of officers. Removing a director involves certain risks even when a founder has the votes to do so. Thus, a founder's careful selection of an initial Board is essential. A corporation is a separate entity for tax purposes. Income taxed at the corporate level is taxed again at the shareholder level if any distribution is made in the form of a dividend. The S Corporation election described below limits taxation to the shareholder level but subjects all earnings to taxation whether or not distributed. The current maximum federal corporate tax rate is 35%. The California corporate tax rate is 8.84%.
If the business fails, the losses of the initial investment of up to $1 million (at purchase price value) of common and preferred stock (so-called "Section 1244 stock") may be used under certain circumstances by shareholders to offset a corresponding amount of ordinary income in their federal income tax returns. (An individual may deduct, as an ordinary loss, a loss on Section 1244 stock of up to $50,000 in any one year ($100,000 on a joint return)).
All our California companies are general trading companies which include search name availability for your California Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. California Resident Agent for 12 months. Registered Address in the State of California for 12 months. Delivery Certified Copy of the Certificate of Incorporation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page California Corporation By-laws ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Nominee Director service for 12 months - £140.00 2. Nominee Shareholder service for 12 months - £94.00 3. Non-Standard Certificate of Incorporation (4-5 pages) - £60.00 4. Employer Identification Number (EIN) - £40.00 5. Domain Name Registration (.com or .us) for two years - £30.00 6. 888, 877, or 866 toll-free telephone numbers - £50.00 7. Apostilled Certificate of Good Standing - £125.00 8. Apostilled Certificate of Incorporation - £110.00 9. Corporate Kit (seal is included) - £38.00
If statutory formalities are followed, individual shareholders have personal liability only to the extent of their investment, i.e., what they paid for their shares. If the corporation is not properly organized and maintained, a court may "pierce the corporate veil" and impose liability on the shareholders. The California Corporations Code permits corporations to limit the liability of their directors to shareholders under certain circumstances. Additional investment is implemented by the sale and issuance of more shares of stock, usually preferred stock when a venture capitalist is investing. Filing fees, other costs and legal fees through the initial organizational stage usually total about $2,500 to $3,000.
The California Corporations Code does not require a minimum amount of money to be invested in a corporation at the time of founding. The initial amount of capital, however, must be adequate to accomplish the purpose of the startup business in order for shareholders not to have personal liability. For example, a corporation which will serve only as a sales representative for products or a consulting operation requires less capital than a distributor or dealer who will stock an inventory of products. A dealership or distributorship will require less capital than a manufacturing operation.
Limited Partnership. This is a partnership consisting of one or more general partners and one or more limited partners which is established in accordance with the California Revised Uniform Limited Partnership Act. Like the corporation, this entity has no legal existence until such filing occurs. The limited partnership is useful when investors contribute money or property to the partnership but are not actively involved in its business. The parties who actively run the business are the "general partners," and the passive investors are the "limited partners." So long as the limited partnership is established and maintained according to law, and a limited partner does not take part in the management of the business, a limited partner is liable only to the extent of his investment.
Like a general partnership, however, the general partners are personally responsible for partnership obligations and for each other's acts on behalf of the partnership. For tax purposes, both general partners and limited partners are generally treated alike. Income, gains and losses of the partnership "flow through" to them and affect their individual income taxes. A properly drafted limited partnership agreement apportions profits, losses and other tax benefits as the parties desire among the general partners and the limited partners, or even among various subclasses of partners.
Limited Liability Company. This form of business organization is now available in about 45 states including California. It is essentially a corporation which is taxed like a partnership but without many of the S Corporation restrictions identified below. The limited liability company ("LLC") can be used for closely-held businesses but is not generally perceived as an investment vehicle with the possibility of traditional liquidity events. In addition, it is not possible to grant stock option incentives to partnership LLC employees in the same manner as a corporation.
HOW TO INCORPORATE IN CALIFORNIA?
This section explains the procedure to incorporate in California as well as post incorporation operations. There is a big difference between filing articles of incorporation and incorporating. The procedure to incorporate in California is similar to the incorporation process in other states, but not identical.
Incorporation in California takes about one week if done by expedited processing. With normal processing, incorporating takes about a month. Our firm handles the full scope of pre-incorporation and post-incorporation matters, from filing Articles of Incorporation to preparation of all the documents, resolutions and certificates necessary to incorporate. Simply put, we save you time! With our complete incorporation services and LLC formation packages, your business can be legally established in as little 48 hrs. We prepare and file all the necessary documents for you, and take care of any publication requirements or miscellaneous filings. Even if you are already operating an LLC or corporation, there is information here, which will interest you. This website uses authoritative sources of information regarding various forms of business organizations.
Selecting a name for a California corporation. The first step to incorporate is selecting the name for the company. If available, the name can be reserved with the California Secretary of State for 60 days. Incorporating protects the name from being used by another corporation in California. The name cannot infringe on a trademark or service mark. To protect the name from use by non-corporate entities, it can be registered as a trademark or service mark, which is a separate process.
To incorporate, Articles of Incorporation must to be filed with the California Secretary of State. While filing Articles begins the existence of the corporation, it doesn't provide any structure to the entity. The corporation must be completed with Bylaws, the appointment of the Board of Directors, the issuance of stock, and other steps discussed below. There is a big difference between "filing Articles of Incorporation" and "incorporating in California".
Corporate Bylaws. Bylaws commonly include provisions of the law, rules regarding voting and calling meetings as wells as other structural and operational issues. The bylaws will provide for the number of Directors on the Board of Directors. The incorporator who executed and filed the articles of incorporation will also execute an Election of Directors documenting the appointment of the initial Board of Directors.
Organizational Meeting of Directors. To complete the process of incorporating, directors hold the First Meeting of the Board of Directors to elect officers, authorize issuance of stock, adopt the Corporate Bylaws and such other matters as designating the location of corporate office and its place of banking. Minutes (signed by the Secretary of the Corporation) of the organizational meeting must be prepared to provide evidence of the actions authorized by the Board. Many companies will forgo the formality of holding a formal meeting documented by Minutes by having all the Directors execute a "Consent to Action Without Meeting" to document the corporate resolutions.
Ongoing Affairs After Incorporating. After the articles of incorporation, first meeting of directors, and stock issuance are completed, the formation of the corporation has been formally established. The California Corporations Code, courts, and Internal Revenue Service require observance of formalities in operating a Corporation for the directors and shareholders to have limited liability against claims on the corporation.
Federal Employer Identification Number. A Federal Tax Identification Number for the company (also called an "EIN" or "Employer ID Number") can be obtained from the IRS for taxation purposes and for opening a corporate bank account. Since a Corporation is a taxpayer, it will file tax returns and maintain evidence that it is operating as an entity separate from its owners. The number is obtained by filing IRS form SS-4.
Issuance of Stock. If stock is issued in exchange for assets contributed to the corporation, a list of contributed assets should completed and maintained with the corporate records to document the transfer of assets in exchange for stock. Before stock is issued, a permit must be obtained from the California Department of Corporations. However, if the shareholders of the corporation are limited to less than 35 persons, then it is possible to issue stock by registering with the Dept. of Corporations under Corporate Code Section 25102(f), which is a simplified and common method to issue stock. The company is also required to file an annual Domestic Stock Statement, providing information to the Secretary of State of California regarding the company's principal place of business, as wells as the names and addresses of the corporate officers and directors the company's registered agent for service of process.
Fictitious Name Statement. If the Corporation will conduct business under a fictitious name, a Fictitious Business Name statement must be filed with the County Clerk in the county of the company's principal place of business. The statement must be filed within forty days of the commencement of business, and within thirty days after filing a Fictitious Business Name Statement, the registrant must publish the statement in a newspaper of general circulation in the same county once a week for four consecutive weeks. An affidavit of publication will need to be filed with the County Clerk's office as proof.
Business Licensing for a Corporation. Many cities and counties require a license to do business within the city. If a business intends to operate within the incorporated area of a city, the city government may require a business permit.
Subchapter S Corporation. "Subchapter S Corporation" status is acquired by filing IRS form 2553. This form should be filed within 75 days of the filing of the Articles of Incorporation. All the shareholders of the Corporation must sign the form for the S corporation status to be accepted by the IRS. The S Corporation acceptance from the IRS should be maintained in the corporate records book.
Registered Agent. In California, there is no requirement for resident director to incorporate. Foreign nationals can act as a director of a California company. However, a California company is required to have a resident agent in California for acceptance of service of process.
California Sales Tax Number. If you sell goods or taxable services, this is your Seller's Permit and Registration as a retailer with the State of California. This account number also allows you to buy goods for resale or export and not pay any State sales tax.
California Securities Exemption Disclosure Form. Whenever Securities are sold in California, the issuer is required to qualify them under the securities law of California, unless they fall within an exemption. The issuance of securities for your corporation will fall under one of these statutory exemptions, and such you are required by law to file the applicable disclosure documents with the Department of Corporations.
California Retailer's Resale & Exemption Certificates. State and local tax laws require that vendors have in their files properly executed Exemption Certificates given to them in good faith by all of their customers who claim California Sales Tax Exemption. We can prepare a set of Exemption Certificates for you to give to vendors from whom you intend to buy goods for either resale or export to be exempt from paying State or local sales taxes.
Summary. This has outlined the basic procedures to incorporate in California. While this should help clarify the incorporating process, it is not intended to be a complete guide. A number of problems can arise from the failure to establish and maintain the corporate structure, such as unanticipated tax liability or shareholder disputes. If a corporation is not properly set up, the business structure may not provide protection from personal liability, and shareholders may be personally liable for the company's obligations.
CALIFORNIA LLC FORMATION
There is a big difference between filing Articles of Organization and forming an LLC in California. This section explains the procedure of California Limited Liability Company formation as well as ongoing affairs of the Company. Steps to form an LLC in California are outlined, together with business licensing and taxation considerations.
Background. Since California's enactment in 1996 of The Beverly-Killea Limited Liability Company Act, which provides for the formation of the limited liability company, this form of business has become a popular alternative to incorporating. In 1997, the IRS began to allow LLC's to elect tax treatment. Now, by default, a Limited Liability Company is taxed as a partnership, (with pass-through tax treatment) unless the members specifically designate to be taxed at the entity level in the same manner as a corporation. California has amended the Beverly-Killea Act to expressly authorize the formation of a single-member LLC. State law also now allows for perpetual duration of a limited liability company existence. At the bottom of this page are links to many governmental agencies and publicly available information to support the statements made in this writing.
Subject to any limitations contained in the articles of organization and to compliance with any other applicable laws, a limited liability company may engage in any lawful business activity, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business. In order to form a limited liability company, one or more persons shall execute and file articles of organization with, and on a form prescribed by, the Secretary of State and, either before or after the filing of articles of organization, the members shall have entered into an operating agreement. The person or persons who execute and file the articles of organization may, but need not, be members of the limited liability company. A limited liability company shall have one or more members. The existence of a limited liability company begins upon the filing of the articles of organization. For all purposes, a copy of the articles of organization duly certified by the Secretary of State is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.
The Secretary of State shall include with instructional materials provided in conjunction with the form for filing articles of organization a notice that filing the registration will obligate the limited liability company to pay an annual tax for that taxable year to the Franchise Tax Board pursuant to Section 17941 of the Revenue and Taxation Code. That notice shall be updated annually to specify the dollar amount of the tax.
Forming an LLC in California. The creation of an LLC begins with filing of articles of organization and the execution of an operating agreement by the members of the company.
The Articles of Organization are filed with the California Secretary of State's Office and disclose: the name of the limited liability company. The LLC's purpose. The agent for service of process. A description of the type of business that constitutes the principal business activity of the limited liability company. A statement to indicate if the LLC will be managed by: one manager; more than one manager; a single member; or all limited liability company members.
Articles for the LLC need to be filed in the Sacramento office of the Secretary of State of California. The San Diego and Los Angeles locations only accept corporate articles of incorporation for filing. The effective date, which the existence of the Limited Liability Company begins, is the date of the filing of the company's Articles of Organization. While filing Articles of Organization begins the legal existence of the LLC, it doesn't provide any structure to the entity. The Secretary of State may cancel the filing of articles of organization if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Upon receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this section to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier's check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall be effective at that time. The second notice shall be given 20 days or more after the first notice and 90 days or less after the original filing. Limited Liability Operating Agreement. In California all LLC's are required under state law to have a Limited Liability Company Operating Agreement (see Corporation C §17050(a)).
The operating agreement may be entered either before or after the filing of the articles of organization and should address at least the following items: the rights and duties of members. Contribution of cash, property, or services by members and other issues relating to capital structure. Maintenance of accounting records and delivery of financial reports and tax information to the members. Distributions of profits to the members. Allocations of losses. Management duties. Meetings of members and managers. Voting requirements. Disposition or assignment of ownership interests of members. Termination, expulsion, withdrawal and admission of members. Dissolution of the LLC. Procedures for amending the operating agreement.
Statement of Information. Under California Corporation Code §17060, the LLC must file with the Secretary of State a Statement of Information (Form LLC 12) within 90 days of the filing of the Articles of Organization. The Statement of Information includes: The names and addresses of the managers if manager managed, or of the members if member-managed. A statement of the nature company's business activity. The name and address of the agent for service of process; and the address of the company's principal business office. Each limited liability company shall maintain at the office all of the following: a current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liability company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
A copy of the articles of organization and all amendments thereto, together with any powers of attorney pursuant to which the articles of organization or any amendments thereto were executed. Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years. A copy of the limited liability company's operating agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
Copies of the financial statements of the limited liability company, if any, for the six most recent fiscal years. The books and records of the limited liability company as they relate to the internal affairs of the limited liability company for at least the current and past four fiscal years. An LLC member may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a member. Upon request of an assessor, a domestic or foreign limited liability company owning, claiming, possessing, or controlling property in this state subject to local assessment shall make available at the limited liability company's principal office in California or at the office required to be kept or at a place mutually acceptable to the assessor and the limited liability company, a true copy of business records relevant to the amount, cost, and value of all property that it owns, claims, possesses, or controls within the county.
Meetings of members may be held at any place, either within or without State of California, selected by the person or persons calling the meeting or as may be stated in or fixed in accordance with the articles of organization or a written operating agreement. If no other place is stated or so fixed, all meetings shall be held at the principal executive office of the limited liability company. A meeting of the members may be called by any manager or by any member or members representing more than 10 percent of the interests of members for the purpose of addressing any matters on which the members may vote.
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting to each member entitled to vote at the meeting. The notice shall state the place, date, and hour of the meeting and the general nature of the business to be transacted. No other business may be transacted at this meeting. Any report or any notice of a members' meeting shall be given either personally or by mail or other means of written communication, addressed to the member at the address of the member appearing on the books of the limited liability company or given by the member to the limited liability company for the purpose of notice, or, if no address appears or is given, at the place where the principal executive office of the limited liability company is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this article, executed by a manager, shall be prima facie evidence of the giving of the notice or report.
If any notice or report addressed to the member at the address of the member appearing on the books of the limited liability company is returned to the limited liability company by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the member at the address, all future notices or reports shall be deemed to have been duly given without further mailing if they are available for the member at the principal executive office of the limited liability company for a period of one year from the date of the giving of the notice or report to all other members. The operating agreement may provide that the interest of a member or assignee in a limited liability company may be evidenced by a certificate of interest issued by the limited liability company, and may make other provisions not inconsistent with this title with respect to the transfer of interests represented by those certificates or with respect to the form of those certificates.
The operating agreement may provide that the certificate may be signed by a manager or officer of the limited liability company, whose signature may be a facsimile. In case any manager or officer of the limited liability company who has signed or whose facsimile signature has been placed upon a certificate has ceased to be a manager or officer before the certificate is issued, it may be issued by the limited liability company with the same effect as if the person were a manager or officer at the date of issue. If a certificate is worn out or lost, it may be renewed on production of the worn out or lost certificate or on satisfactory proof of its loss together with such indemnity as may be required by the manager or managers or a resolution of members.
Foreign LLC. The laws of the state or foreign country under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members. A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state. Before transacting intrastate business in this state, a foreign limited liability company shall register with the Secretary of State.
Annual Franchise. A limited liability company may be classified as an association taxable as either a C corporation or an S corporation. California and federal laws treat these limited liability companies as corporations subject to all corporation tax laws. Limited liability companies classified as C corporations must file Form 100, California Corporation Franchise or Income Tax Return. If they are classified as an S corporation they must file Form 100S, California S Corporation Franchise or Income Tax Return.
LLCs classified as partnerships or disregarded entities are subject to an $800 annual tax if they are doing business in California, or the California Secretary of State accepts their articles of organization or certificate of registration. The annual tax is pre-paid for the privilege of doing business in California and is due on the 15th day of the fourth month after the beginning of the taxable year. LLCs must file a Limited Liability Company Tax Voucher (FTB 3522) to pay the annual tax. LLCs are also subject to an annual fee based on their total income. Total income is defined as the sum of worldwide gross income plus cost of goods sold (California Revenue and Taxation Code Section 24271). The LLC fee is due on the original due date of the return, which is the 15th day of the fourth month following the close of its taxable year. Use Form 568 (Limited Liability Company Return of Income) to report income and the fee.
If an LLC has non-resident members, it must file Limited Liability Company Non-resident Members' Consent (FTB 3832) with Form 568. If the LLC fails to obtain form FTB 3832 on behalf of any non-resident member by the original due date of the tax return, then the LLC is responsible for payments of tax on each of its nonconsenting non-resident members' distributive share of income. This income is taxed at the members' highest marginal tax rate and is due with Form 568. Use Schedule T, Nonconsenting Non-resident Members' Tax Liability (found on Form 568, Side 2) to calculate and report this tax liability.
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Incorporate in California
£ 52.00
This is our most popular package with UK residents, and includes:
The submission of forms detailing your company's executive officers (£50,000 of authorised share capital, a minimum of 25% of which must be fully paid up before you start trading)
A registered office address for 12 months, provided by Coddan
| (Price Includes Standard State Filing Fee)
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