How to Incorporate in Delaware and California

A corporation is created by filing the Articles of Incorporation (if the corporation is created under California law) or the Certificate of Incorporation (if the corporation is created under Delaware law, which is the most common), or a similar document in other states, which might have a different name under those states (referred to as the “Incorporation Document”) with the relevant Secretary of State.  The Incorporation Document that is submitted for filing is reviewed by the state to ensure it complies with the law and, if acceptable, is filed by the office of the Secretary of State.  The corporation begins to exist when the filing of the Incorporation Document is effective and continues perpetually until terminated, as provided by applicable law.

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Delaware

Office

The original Certificate of Incorporation and any amendments may be filed either directly with the Secretary of State or through a filing service; however, it is recommended that you use a filing service for speedier processing and other state or local filing requirements.  In addition, the Certificate and any amendments must be recorded with the appropriate county recorder.  If you use a filing service, it will automatically handle the necessary county-level recordings.  The Delaware Secretary of State’s Office accepts fax copies of all corporate documents.  For filing, however, the Delaware Secretary of State may reject blurred or unclear filings.

Filing

Delaware will accept an original signature, a facsimile, a conformed signature or an electronically transmitted signature.  Submit three copies, one of which must be manually executed (unless you are filing by facsimile, with a conformed signature or electronically); however, all three copies may be manually executed.  It is recommended that you use a filing service.  These services will hand-deliver the certificate, be able to provide you with status reports as to the filing and make any necessary corrections that may be necessary to obtain clearance for filing.

Note that if you send the Certificate of Incorporation directly to a filing service for filing, you should contact the local office first for a job reference number which you should include in your correspondence to expedite handling by the Delaware office.  The Delaware Secretary of State accepts facsimiles.

See http://corp.delaware.gov/expserv.shtml for a list of expedited services.

Filing Fees

The fee is dependent on authorized shares and par value as stated in the Certificate.  See https://corpfiles.delaware.gov/Augustfee2018.pdf for a detailed list of filing fees or check with the filing service to determine the fee.

California

Offices

Original Articles of Incorporation may be filed in either the Sacramento or Los Angeles office of the Secretary of State.  Amendments to the Articles of Incorporation must be filed in the Sacramento office.  The addresses and telephone numbers for the Sacramento main office and each branch office of the Secretary of State are as follows:

Filing

California will accept an original signature or facsimile.  Submit three copies, one of which must be manually executed.  When filing the Articles or subsequent amendments, do not send the document by mail to the Secretary of State’s office.  You will not hear from them for days or weeks.  You should strongly consider using a corporate filing service.  These services will hand-deliver the Articles of Incorporation, be able to provide you with status reports as to the filing and make any necessary corrections that may be necessary to obtain clearance for filing.

The current filing fee for Articles of Incorporation is $100, which includes certifying the two copies to be returned to you.  There is a $15 special handling fee for “over the counter” service at any of the branch locations, payable by a separate check.  Additional certified copies, if desired, are $10 each.  Fees will also be incurred if a corporate filing service is used.  On average, corporate service fees are approximately $150.  These fees may change from time to time.

See http://www.sos.ca.gov/business/be/forms.htm#cacorp for a detailed list of forms and filing fees.  See http://www.sos.ca.gov/business/be/preclearance-expedited-services.htm regarding pre-clearance and expedited filing services.

Post-Filing

When the Articles are returned after filing, you will be provided with a Statement by Domestic Stock Corporation (Form SI-200/Section 1502 Notice).  This is required to be completed and filed with the Secretary of State within 90 days of the date of incorporation, together with a $20.00 filing fee and a $5.00 disclosure fee (one check for $25.00).  If the Statement by Domestic Stock Corporation is not filed on a timely basis, it may result in a non-waivable $250.00 penalty fee being assessed and may also result in loss of good standing.