CALIFORNIA BUSINESS FORMATION
Formation that begins with your goals—not just a filing.
I help you establish the legal foundation for a California corporation or LLC, with the documents, records, and legal setup needed to begin operating.
Why Work With an Attorney
Get It Right
From the
Start
Formation sets the legal foundation for the business that follows. I begin by understanding your goals, then help you make informed decisions about the entity, ownership, and governance structure that fit your business.
How I Do It
- Start With a Real Conversation
Before anything is filed, we talk through your business goals, entity options, ownership structure, and pre-formation questions. You make informed decisions; I handle the legal formation process from there.
- CPA Coordination
Entity selection and tax elections can have important tax implications. I handle the legal formation and coordinate with your CPA or tax advisor so the legal entity structure and tax strategy can be considered together.
- California-Specific Documents
Your formation documents and governing documents are prepared for California law and tailored to your business structure—not pulled from a generic template. The goal is to establish clear ownership, management, and governance records from the start.
- Ongoing Support
Once formation is complete, you receive a post-formation checklist for the next legal and operational steps. The first year of the Corporate Wellness Program is included, providing registered-agent service and ongoing legal maintenance as your business begins to operate.
Questions come up. Business changes. The Corporate Wellness Program gives you a clear place to turn without making routine legal maintenance another hourly-billing decision.
The Process
01
WE START WITH A CONVERSATION AND GET ALIGNED
Consultation & entity selection
We begin with your business goals, ownership structure, and pre-formation questions. I coordinate with your CPA or tax advisor on entity selection and timing, so the legal and tax considerations can be addressed together. You make informed decisions; I handle the legal formation work from there.
02
I PREPARE & FILE EVERYTHING — You SIT BACK
Formation & filing
I prepare the formation and governance documents, confirm name availability, and file the required California documents. You review and sign where needed; I handle the process and keep you informed along the way.
03
YOUR BUSINESS IS READY & YOU'RE SET UP FOR SUCCESS
Corporate record book & client portal
After formation is complete, you receive your entity record book, a post-formation checklist, and secure access to your documents. Your first year of the Corporate Wellness Program and registered-agent service begins, so you have ongoing legal-maintenance support as the business gets underway.
What's Included
Your formation package establishes the legal foundation for a California LLC, corporation, or professional corporation and includes the first year of the Corporate Wellness Program.
- Consultation regarding entity selection, ownership structure, and formation planning, coordinated with your CPA or tax advisor;
- Business-name availability review;
- Preparation and filing of Articles of Organization or Articles of Incorporation;
- California-specific operating agreement or bylaws;
- Initial written consents and organizational records, as appropriate;
- Stock and ownership ledger, as appropriate;
- EIN application preparation;
- S corporation election preparation, when selected and appropriate;
- Initial Statement of Information filing;
- Entity record book and secure document access;
- Post-formation checklist;
- First year of the Corporate Wellness Program; and
- Registered-agent service for the California entity.
For professional corporations, the formation documents and governance records are prepared to address the applicable California professional-corporation requirements. Government filing fees, out-of-state qualifications, and work outside the agreed formation scope are separate.
Common Questions
Basic information: your proposed business name, business address, ownership structure, and business goals. I will also need your CPA or tax advisor’s contact information so we can coordinate on entity selection and tax-related considerations.
I’ll guide you through the legal formation process from there.
Yes. I require clients to work with a CPA or tax advisor. Entity selection and tax elections can have significant tax implications, and I want the legal structure to be considered alongside your broader tax and financial circumstances.
I handle the legal formation and governance work, and I coordinate with your CPA or tax advisor on tax-related considerations.
California Secretary of State processing times vary based on the filing method and current volume. Once the formation filing is accepted, I finalize your governing documents and entity records.
If you are working toward a specific deadline, expedited filing may be available for an additional state fee:
- 24-hour processing: $350
- Same-day processing: $750
Expedited options are subject to the Secretary of State’s requirements and availability. Government filing and expedited-processing fees are separate.
Both can help separate business liabilities from personal assets, but they differ in how the business is owned, managed, and maintained.
An LLC is generally more flexible. It can be managed by its members or by designated managers, and its operating agreement can be tailored to the owners’ needs.
A corporation has a more defined governance structure: shareholders own the company, directors oversee it, and officers manage its day-to-day operations under the board’s direction.
The right choice depends on your ownership structure, management plan, business goals, profession, and tax considerations. Your CPA or tax advisor advises on tax implications. During our consultation, we apply those considerations to your business and determine the legal structure and formation documents needed to put that decision in place.
An S corporation election is a way for an eligible business to be taxed by the IRS. It is not a separate type of business entity.
Both corporations and LLCs may be eligible to make the election by filing Form 2553. The election changes the business’s federal tax treatment—it does not change its underlying legal structure. A corporation remains a corporation, and an LLC remains an LLC.
Not every business qualifies. To be eligible, the business must generally:
- Be a domestic entity;
- Have no more than 100 owners;
- Have only eligible owners; and
- Have one class of stock for tax purposes.
Partnerships, corporations, and nonresident aliens generally cannot be owners, though certain trusts and estates may qualify.
Whether S corporation tax treatment is right for your business is a decision to make with your CPA or tax advisor. If you and your tax advisor decide to move forward, I prepare and file Form 2553 and coordinate on the filing requirements and timing.
California filing fees are separate from my legal fee.
- To form an LLC: $90 in standard California state fees.
- To form a corporation: $125 in standard California state fees.
These totals include the formation filing and the initial Statement of Information. If you request expedited processing, the Secretary of State charges an additional fee. State fees are subject to change.
California generally requires LLCs and corporations that are doing business in California or registered here to pay at least $800 each year.
For LLCs, this is called the annual LLC tax. For corporations, it is generally called the minimum franchise tax. Depending on the entity’s income and tax classification, additional California taxes or fees may also apply.
Your CPA or tax advisor can advise you on the amounts, due dates, and tax obligations that apply to your business.
In addition to the annual $800 LLC tax, a California LLC with more than $250,000 in total California income may owe an additional annual LLC fee.
The fee ranges from $900 to $11,790, depending on the LLC’s total California income.
Your CPA or tax advisor can advise you on whether the fee applies to your business and how it should be calculated.
After your entity is formed, you will receive a post-formation checklist outlining the key next steps for your business—including items I handle and items that may require action from you, your CPA or tax advisor, bank, insurer, or other providers.
You will also have secure access to your entity record book and formation documents through your client portal.
Your first year of the Corporate Wellness Program is included. The program includes registered-agent service, twice-yearly wellness checks, annual written consents and entity-record updates as appropriate, required state filings within the program’s scope, a year-end business review, and year-round access for governance questions.
After the first year, the Corporate Wellness Program renews at $499 per year. Government filing fees and legal work outside the program’s scope are separate.
For many California-licensed professionals, a professional corporation may be required or appropriate. Entity options and ownership rules vary by profession, so I review your licensing requirements, ownership structure, and business goals before recommending the legal formation path.
Your CPA or tax advisor can advise on tax implications, and I handle the legal formation documents and governance records required for the entity type selected.
Yes. As part of the formation process, I review the proposed name’s availability with the California Secretary of State.
A name’s availability with the Secretary of State does not necessarily mean it is available for trademark use, a website domain, or social-media handles. If a broader trademark review is needed, that can be discussed separately.
A registered agent is the person or company designated to receive official state correspondence and legal notices for your business.
California entities must maintain an agent for service of process. Registered-agent service is included with your formation package and remains included each year you renew the Corporate Wellness Program.
If you already have a business entity, we begin with a Wellness Assessment & Remediation rather than a new formation.
I review the entity’s governance documents, records, ownership and management information, and compliance status, then identify any recommended corrective work. Once the entity is organized and ready for ongoing maintenance, it can move into the Corporate Wellness Program.
Online formation services can help with filing documents. My role is to provide attorney-led legal guidance throughout the formation process.
Before anything is filed, we discuss your business goals, ownership structure, entity options, and pre-formation questions. I prepare California-specific governing documents and entity records tailored to your business, coordinate with your CPA or tax advisor on tax-related considerations, and provide ongoing legal maintenance after formation through the Corporate Wellness Program.
The difference is more than filing the Articles. It is establishing—and continuing to maintain—the legal structure behind your business.
Understanding Your Options
Each entity type can help separate business liabilities from personal assets, but they differ in ownership structure, management, governance, and ongoing legal maintenance. Here is what to consider from a legal perspective. Your tax advisor can advise you on tax implications.
LLC
Ownership: An LLC may have one member or multiple members.
Management: An LLC may be member-managed or manager-managed.
Governance: A written operating agreement is advisable. It can establish ownership rights, management authority, decision-making procedures, and transfer rules. Authority restrictions may not bind third parties that lack actual knowledge of them.
Formalities: Annual meetings are generally not required. Maintaining clear records, observing the operating agreement, and keeping business and personal finances separate helps support the LLC’s separate legal status.
Professional-services Note: California generally does not permit an LLC to render professional services. Licensed professionals should confirm the entity options authorized for their particular profession.
Corporation
Ownership: Shareholders own stock. A corporation may authorize different classes of stock with different rights, subject to its Articles of Incorporation and applicable law.
Management: Shareholders elect directors. Directors oversee the corporation and appoint officers to manage day-to-day operations.
Governance: Corporations use bylaws and corporate records to establish governance procedures, director and officer roles, and decision-making authority. California law requires bylaws to address the corporation’s board structure. Cal. Corp. Code § 212
Formalities: Corporations require annual shareholder action for the election of directors, along with appropriate board and shareholder approvals, documented resolutions or consents, and applicable periodic filings. Cal. Corp. Code § 600
Professional Corporation
What it is: A professional corporation is a corporation authorized to render specified professional services under California law.
Who it may suit: Professionals subject to California licensing rules—such as physicians and certain behavioral-health providers—may be required or permitted to use a professional corporation rather than an LLC, depending on the profession and applicable law.
Management and ownership: Ownership, director, officer, and licensing requirements are profession-specific. A one-shareholder professional corporation may have one director, who is also the shareholder, president, and treasurer; broader ownership and management rules depend on the specific profession. Cal. Corp. Code § 13403
Liability: A professional corporation can separate certain business debts and obligations from its owners, but it does not protect a licensed professional from personal liability for that person’s own negligence, misconduct, or other personal obligations.
Governance: The governing documents and records must comply with the applicable professional-corporation and licensing requirements.
Not sure which is right for you? Schedule a free consultation and I’ll help you find the best fit.
Let's Do This
Ready To Get
Started?
$997
Includes first year of the Corporate Wellness Program. Renews at $499/year.
State filing fees ($70 LLC / $100 Corp) paid separately to Secretary of State