California Corporation Law

A corporation in the state of California is a body incorporated to serve any lawful purpose.  It has a separate legal entity distinct from that of its members and all powers of a natural person.  A corporation can be sued, and buy or sell any property.

In the state of California, a corporation is formed by one or more natural persons by executing and filing articles of incorporation.  The initial directors named in the articles of incorporation msut sign and acknowledge the articles of incorporation.  The articles of incorporation is filed with the Secretary of the State of California.  The corporate entity’s existence commences upon the filing of the articles of incorporation and continues perpetually, unless otherwise provided by law or in the articles.

The name of the corporation must contain the word “corporation”, “incorporated” or “limited” or an abbreviation of one of such words.  The corporation’s name should not be deceptively similar to the name of another corporation incorporated in the same state.  The name shall not be likely to mislead the public.  It should not be the same as, or resembling so closely as to deceive, the name of a domestic corporation or the name of a foreign corporation authorized to transact intrastate business.

The rules for daily administration and running of the corporation are prescribed by the bylaws.  The bylaws must state the number of directors of the corporation.  Bylaws can be amended by the board of directors or the shareholders according to the provisions expressed in the articles of incorporation.

The business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.  The members of the board of directors are elected by the majority of shareholders unless the bylaws provide otherwise.

Shareholders’ meetings may be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws.  Annual meeting of shareholders shall be held at a time stated in or fixed in accordance with the bylaws for the election of directors.

To learn more about California corporations, please visit the California Secretary of State website.


Inside California Corporation Law