It is possible to form any of several types of business entities. Therefore, we recommend that you read the topics under Types of Business Entities before continuing with the Articles of Incorporation. If you determine that a corporation is the proper type of entity for your needs, the Articles of Incorporation ("Articles") is one of several instruments which are required in order to form a regular, for-profit corporation ("business corporation"). If the business operations of the entity will be located in the state of California, then most likely the corporation should be formed under California law. If the business operations of the entity will be located in a state other than California, it rarely makes sense to incorporate in California because - the corporation would have to qualify as a "foreign corporation" in the state where it will operate,
- annual fees and license taxes would have to be paid in both states, and
- if a legal problem arises related to the corporation's business, a lawyer licensed to practice in California would have to be consulted.
The issues addressed in the preparation of this document will be similar for states other than California, and you will need the information this program requests if you plan to consult an attorney regarding incorporation in a state other than California. However, the Articles of Incorporation Worksheet is designed specifically for other states, and you may want to use that document instead. IMPORTANT: The Articles is intended to be used by a corporation which will be formed and initially owned by a small number of shareholders. Before any shares of stock are sold or issued, the corporation must comply with the Corporate Securities Act administered by the California Department of Justice. Both state and federal securities laws will apply to the sale or issuance of stock by the corporation, and before issuing any stock you should consult with a corporate or securities attorney. IMPORTANT: This set of Articles is appropriate for use in forming a "general purpose" corporation. If you are interested in forming a professional bank or trust company, insurance company, close corporation, or professional corporation, then special laws apply and you should consult with a corporate attorney. |