California 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’s 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. Rules and regulations of a profession may restrict the name style of the corporation. For information about name style requirements, we suggest you contact the regulatory agency of the particular profession.
Article II – This exact statement is required by the California Corporations Code cannot be modified except for the inclusion of the type of profession being incorporated.
Article III – This provision is required. Articles of Incorporation must state that “this corporation is a professional corporation within the meaning of Part 4, Division 3, Title 1, California Corporations Code” or that “this corporation is a professional corporation within the meaning of the Moscone-Knox
Professional Corporation Act.”
Article IV – 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 V – 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’s 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.
