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Form a corporation in California

Incorporate in California with confidence CountSure files your Articles of Incorporation, sets up bylaws and stock, and uses your first-year franchise tax exemption.
First-year $800 franchise tax exemption for corporations.

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Requirements, costs & steps for an incorporate in California

Incorporating in California creates a separate legal entity that protects your personal assets, supports outside investment, and lends credibility with banks and partners. Corporations face formal governance rules – directors, bylaws, stock, and annual filings – plus California’s $800 franchise tax. This guide covers the cost, the filing steps, and the ongoing obligations. To compare structures first, see our LLC vs. corporation guide, or let our California incorporation service file everything for you.

What you need to know?

Filing fee:

$100 for Articles of Incorporation (+$15 handling in person).

First-year franchise tax:

Corporations are exempt from the $800 minimum in their first taxable year (unlike LLCs).

Franchise tax after year one:

$800 minimum, or 8.84% of net income for C-corps / 1.5% for S-corps if higher.

Statement of Information:

Initial within 90 days, then annually; $25 fee.

Directors:

Generally, a minimum of three, with exceptions based on the number of shareholders.

California corporation at a glance

The essentials for incorporating and maintaining a California corporation.
Requirement
Detail (2026)
Formation document
Articles of Incorporation
Filing agency
California Secretary of State
State filing fee
$100 (+$15 handling if in person)
Registered agent
Required; physical CA address
Directorss
Min. 3 (1–2 allowed for 1–2 shareholders / pre-issuance)
Initial Statement of Information
Within 90 days - $25
Ongoing Statement of Information
Annually - $25
Franchise tax
First year exempt; then $800 min.
Corporate income tax
8.84% C-corp / 1.5% S-corp
S-corp election
Recognized; no separate state election needed

How to incorporate in California, Step by Step

Seven steps from name check through your first Initial Report.
Choose a compliant corporate name
California does not require a corporate ending in most cases, but the name can’t mislead the public or be confusingly similar to an existing entity. Names using a person’s name, or close/professional corporations, must include an ending such as “Corporation,” “Incorporated,” “Company,” or “Limited.”
Appoint a registered agent
An individual California resident or a registered corporate agent with a physical in-state address. CountSure can serve as your agent.
File Articles of Incorporation
File with the Secretary of State and pay the $100 fee. You’ll state the corporate name, purpose, registered agent, and authorised shares.
Adopt bylaws and hold an organisational meeting
Bylaws are internal (not filed). At the first meeting, you appoint directors/officers, adopt bylaws, and authorise stock issuance.
Issue stock
Document share issuance to initial shareholders; comply with state/federal securities rules.
Get an EIN and elect tax status
Obtain a free EIN; if you want S-corp treatment, file IRS Form 2553.
File the initial Statement of Information (Form SI-550)
Within 90 days of incorporation, with a $25 fee.

Naming & Member Requirements

California’s director-count rule flexes with your shareholder count, and a corporate ending isn’t always required. Here’s what to get right.
  • Minimum number: At least three directors, unless you have fewer shareholders: one shareholder → one or two directors; two shareholders → at least two. One or two allowed before shares are issued.
  • Residency & Age: No California residency requirement; no statutory minimum age specified.
  • Listed in Articles: Director names and addresses are not required in the Articles of Incorporation.
  • Stock: Authorized shares and par value must be stated; increasing shares or par value doesn’t change the initial filing fee.
  • Officers: Officer names/addresses are not required in the Articles.

Ongoing California corporation Compliance & Taxes

Corporate records

Keep bylaws and minutes of director and shareholder meetings at your principal California office. Maintaining these records is part of preserving your limited-liability protection.

Franchise tax and corporate income tax

Newly incorporated California corporations are exempt from the $800 minimum franchise tax in their first taxable year. After that, a corporation pays the greater of the $800 minimum or its income tax at 8.84% for C-corporations / 1.5% for S-corporations.

Statement of Information - $25

Corporations file the Statement of Information within 90 days of incorporation and then annually (more often than LLCs, which file biennially). Late filing risks a $250 penalty and suspension.

S corporation election

California recognises the federal S-corporation election; you do not need a separate state-level S-corp election. California still imposes the 1.5% S-corp tax.

EIN and state tax ID

An EIN is required for corporations that hire employees and to open bank accounts. California generally does not require a separate state corporate tax ID number for income/franchise tax purposes.

California incorporation Cost Breakdown

The full picture before optional services.
Item
Cost (2026) · paid to
Articles of Incorporation
$100 · Secretary of State (+$15 in person)
Initial Statement of Information
$25 · within 90 days
Annual Statement of Information
$25 · every year
Franchise tax (year 1)
$0 · first-year exemption
Franchise tax (year 2+)
$800 min. · or 8.84% / 1.5% of net income
Registered agent (optional service)
~$49-$300/yr · third party
EIN
$0 · IRS (free)

Insight From Our Team

“The corporation’s first-year franchise-tax exemption is a real advantage over an LLC in California, but founders shouldn’t pick the structure for an $800 saving alone. If you’re raising venture capital or issuing stock options, a C-corporation is usually the right call regardless. We help clients weigh the tax election – C-corp vs. S-corp – against how they actually plan to fund and exit the business.”

Parth Shah
CountSure

Related Guides & Services

  • All state formation guides

Frequently Asked Questions

The state filing fee is $100, plus a $15 handling fee if you file in person. Add a $25 Statement of Information; the $800 franchise tax is waived in year one.
No. Newly incorporated corporations are exempt from the $800 minimum franchise tax in their first taxable year, a key difference from LLCs, whose exemption has expired.
Generally three, but a corporation with only one or two shareholders may have one or two directors, and one or two are allowed before shares are issued.
Yes. California recognises the federal S-corp election with no separate state election, though it still levies a 1.5% state tax on S-corps.
A corporation has formal governance (directors, bylaws, stock, annual filings) and a first-year tax exemption; an LLC is more flexible but owes the $800 tax from year one. The right choice depends on funding and tax goals.

The applicable legal fees may vary over time. For the most up-to-date fee information, please click here to verify the latest figures.

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Start your Incorporate in California with CountSure

From Articles of Incorporation to bylaws, stock, EIN, and ongoing filings, CountSure handles incorporation end-to-end and keeps your corporation compliant.
  • Free 30-minute consultation with a CPA
  • Fixed-fee, fully transparent pricing
  • 100% remote - no travel or visa required

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