Incorporating your business
Articles of Incorporation, bylaws, stock certificates, your EIN and the S-Corp election — prepared and filed in any state, by an office you can actually call.
A corporation is a separate legal entity owned by shareholders and run by directors and officers. It carries more formality than an LLC — bylaws, a board, meeting minutes, stock records — but that structure is exactly what certain businesses need: bringing on investors, issuing shares to partners or key employees, or meeting a customer or licensing requirement that an LLC will not satisfy.
The other common reason people incorporate is the S-Corporation election. An S-Corp is not a different entity type — it is a federal tax election that an LLC or a corporation can make, and because it is federal it works the same in every state. For owners paying themselves a reasonable salary it can change the self-employment tax picture meaningfully. Whether it works out in your favor depends on your numbers, so we prepare the election and tell you to run the math with a CPA before committing.
Nonprofits are their own track: state Articles of Incorporation for a nonprofit corporation, bylaws, and then the federal 501(c)(3) exemption application, which is a substantial filing on its own with its own IRS fee and review timeline. We will tell you plainly what that process involves before you start it.
What we prepare when you incorporate
- A name availability check in your chosen state before filing
- Articles of Incorporation prepared and filed with that state's agency
- Corporate bylaws matching your officer and director structure
- Any initial report or information statement the state requires after incorporation
- Stock certificates and a stock transfer ledger
- Federal EIN application
- S-Corporation election (IRS Form 2553) prepared where you elect that treatment
- Organizational minutes and a corporate records book on request
Incorporating in California
California corporations file Articles of Incorporation with the Secretary of State, then an initial Statement of Information within 90 days and annually thereafter. The $800 annual minimum franchise tax applies to corporations as well as LLCs, with a first-year exemption available in certain circumstances.
California also restricts who may own and operate certain licensed professional practices. Doctors, dentists, lawyers, accountants and several other licensed professions generally cannot render professional services through an ordinary LLC and need a professional corporation instead. We prepare those, and we will tell you when your situation needs an attorney's opinion first.
- Articles of Incorporation filed with the California Secretary of State
- Initial Statement of Information within 90 days, then annually
- $800 annual minimum franchise tax to the Franchise Tax Board
- Professional corporations required for many licensed professions
- Annual shareholder and director minutes, and a current stock ledger
A corporation may be the right structure if you…
- Plan to raise money from investors or issue shares to partners or employees
- Want the S-Corp tax election and a clean salary-plus-distribution structure
- Are in an industry or bidding on contracts where a corporation is expected or required
- Have multiple owners with different levels of investment and want that recorded in stock
- Are forming a nonprofit and will pursue 501(c)(3) exempt status
- Want a structure that survives changes in ownership without re-forming the business
How it works
How your incorporation goes
Structure and shares
We settle the state, the corporation type, your officers and directors, and how many shares are authorized and issued to whom.
File and organize
Articles go to the state; we prepare bylaws, organizational minutes, stock certificates and any required initial report.
Tax setup
We file your EIN and, where you elect it, prepare the S-Corp election — then hand you the calendar of what is due and when.
Questions
Frequently asked questions
LLC or corporation — which should I pick?
For most small businesses an LLC is simpler and cheaper to maintain. A corporation earns its extra formality when you are issuing stock, taking on investors, or meeting a specific industry or contract requirement. We will lay out both side by side for your situation; for a definitive tax answer, a CPA should run your actual numbers.
What is an S-Corp, exactly?
It is a federal tax election, not an entity type, so it works the same in every state. An LLC or a corporation can elect S-Corp treatment, which changes how profit is taxed relative to salary. It can save self-employment tax at certain income levels and adds payroll obligations. We prepare the election; whether it benefits you is a calculation for your CPA.
Should I incorporate in Delaware?
If you are raising venture capital, quite possibly — investors are used to Delaware corporate law and it is the default for funded startups. If you are running a shop, a trade or a consultancy, almost certainly not. You would still have to register in your home state and pay both states, for no practical benefit. We will say so rather than take the second filing fee.
Can you help with a nonprofit?
We prepare state nonprofit Articles of Incorporation and bylaws. The federal 501(c)(3) exemption application is a much larger filing with its own IRS fee and review timeline — we will explain what it involves and what your organization needs to have in place before you file.
What paperwork do I have to keep up after incorporating?
At minimum: your state's periodic report or Statement of Information, any state franchise tax, annual meeting minutes for shareholders and directors, and an up-to-date stock ledger. We give you the schedule, and you can come back to us for the ongoing filings.
Important: California New Business Bureau is a private document preparation and business filing service. We are not a government agency and we are not affiliated with or endorsed by any Secretary of State, the IRS, or any other government body. We are not a law firm or a CPA firm, we do not provide legal or tax advice, and we do not represent you before any agency. Government filing fees are set by the agencies and are separate from our service fees. Self-filing directly with the agency is always an option and forms are available from the agencies at their published fees.
Other filings we handle
LLC Formation
Form an LLC in any state. Formation documents, EIN, operating agreement and the compliance calendar your state expects.
Learn moreDBA / Fictitious Name
Operate legally under a business name. We file it with the right office and handle the newspaper publication California requires.
Learn moreLicenses, Permits & EIN
Federal EIN, city business license and state sales tax permit — plus the trade-specific permits most people don't know they need.
Learn moreReady to get your paperwork started?
Call us or request a free consultation. We will walk you through exactly what your filing needs in your state, what it costs and how long it takes — and if you are in Southern California, you are welcome to come in.