Articles of Incorporation (California)
This is for articles of incorporation for a mutual benefit corporation in California. The form provided here is simply a sample of what the actual form looks like.
ARTICLES OF INCORPORATION
The name of this corporation is ___(NAME OF CORPORATION)___.
A. This corporation is a nonprofit MUTUAL BENEFIT CORPORATION organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.
B. The specific purpose of this corporation is to ____________________.
The name and address in the State of California of this corporation's initial agent for service of process is:
This corporation is an association formed to manage a common interest development under the Davis - Stirling Common Interest Development Act.
The address of the business or corporate office of the association
is ________________________________________. This office is on site.
The address of the business or corporate office of the association
is _______________________________________. This office is not on site. The nine-digit zip code of the common interest development
is ________________. The front street and the nearest cross street to the common interest development
The association has no business or corporate office. The nine-digit zip code of the common interest development is
__________________________ . The front street and the nearest cross street to the common interest development
The name and address of the association's managing agent
The association has no managing agent.
Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation.
____(Signature of Incorporator)____ (Typed Name of Incorporator), Incorporator
ORGANIZATION OF CALIFORNIA COMMON INTEREST DEVELOPMENT ASSOCIATIONS
Most common interest development associations are formed as nonprofit mutual benefit corporations. For that reason the attached sample was prepared pursuant to the Mutual Benefit Corporation Law (California Corporations Code Section 7110, et seq.) with the additional language required by Civil Code Section 1363.5.
The attached sample has been drafted to meet minimum statutory requirements and may be used as a guide in preparing documents to be filed with the Secretary of State to incorporate. It is, however, suggested that you seek private counsel for advice regarding the proposed corporations specific needs, which may require the inclusion of special permissive provisions.
The fee for filing Articles of Incorporation for a nonprofit, nonstock common interest development corporation is $30.00. Check(s) should be made payable to the Secretary of State.
PLEASE NOTE: Nonprofit corporations are subject to California corporation franchise tax requirements until such time as they formally dissolve unless a determination of exemption is issued by the Franchise Tax Board. Application for a determination of exemption must be made after incorporation by mailing an Exemption Application (FTB Form 3500), along with an endorsed copy of the Articles of Incorporation and any other supporting documentation, to the Franchise Tax Board, Post Office Box 942857, Sacramento, California 94257-4041. FTB Form 3500 can be downloaded from the Franchise Tax Board's Internet Website or can be obtained from the Franchise Tax Board by calling 1-800-338-0505. Information regarding franchise tax exemption can be obtained from the Franchise Tax Board's Internet Website or by calling the Franchise Tax Board at (916) 845-4171. Questions regarding franchise tax requirements must be directed to the Franchise Tax Board.
The original and at least three copies of the Articles of Incorporation should be included with your submittal. The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State along with the original to be filed. Any additional copies submitted with the original will be certified upon request and payment of the $8.00 per copy certification fee.
Documents can be mailed or hand delivered for over-the-counter processing to the Sacramento Headquarters Office at:
Business Programs Division
1500 11th Street
Sacramento, CA 95814
Attention: Document Filing Support Unit
can be hand delivered for over-the-counter processing to any of the branch offices located in:
2497 West Shaw Avenue, Suite 101
Fresno, CA 93711
♦ Los Angeles
The Ronald Reagan Building
12th Floor South Tower, Room 12513
300 South Spring Street
Los Angeles, CA 90013-1233
♦ San Diego
1350 Front Street, Suite 2060
San Diego, CA 92101-3609
♦ San Francisco
455 Golden Gate, Suite 7300
San Francisco, CA 94102-3660
• Cash is not accepted in the Los Angeles or San Diego branch offices.
• Duplicate original documents must be submitted when filing in any of the branch offices.
• Branch offices do not process mailed in documents.
A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento Headquarters Office or in any of the branch offices located in Fresno, Los Angeles, San Diego and San Francisco. The $15.00 special handling fee must be remitted by separate check and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail.
Preclearance or expedited filing of eligible corporate documents can be requested in a specified time frame, for an additional fee (in lieu of the $15.00 special handling fee), as described in the Preclearance/Expedited Filing Service Information. The preclearance/expedited filing service is not available in the branch offices.
When forming a new corporation you may need to contact one or more of the following agencies for additional information:
♦ The Franchise Tax Board - for information regarding franchise tax requirements.
♦ The Board of Equalization - for information regarding sales tax and/or use tax liability.
♦ The Department of Corporations - for information regarding issuance and sale of securities in California; Franchise Investment Law; Personal Property Brokers Law and/or Escrow Law requirements.
♦ The Department of Consumer Affairs - for information regarding licensing requirements.
♦ The Employment Development Department - for information regarding disability unemployment insurance tax.
♦ The Director of Industrial Relations, Division of Worker's Compensation - for information regarding worker's compensation requirements.
♦ The city and/or county clerk and/or recorder where the principal place of business is located - for information regarding business licenses, fictitious business names (if doing business under a name other than the corporate name), and for specific requirements regarding zoning, building permits, etc. based on the business activities of the corporation.
♦ The Internal Revenue Service (IRS) - for information regarding federal employee identification numbers.
The Secretary of State does not license corporations or business entities. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the business, e.g. Contractors' State License Board.
INSTRUCTIONS FOR FILLING OUT THIS FORM
Using the attached sample as a guide, Articles of Incorporation must be drafted to include all required provisions and may include other provisions, such as the names and addresses of the initial directors, if those provisions are permitted under California law. The Secretary of State's Office, however, does not provide samples that include permissive provisions. The document must be typed with letters in dark contrast to the paper. Documents that would produce poor quality microfilm will be returned unfiled.
Article I - The Articles must include a statement of the name of the corporation, which name must be exactly as you want it to appear on the records of the Secretary of State.
Article II A - This exact statement is required by the California Corporations Code and cannot be modified.
Article II B - A statement describing the specific business of the corporation should be included.
Article III - The Articles must include a statement as to the name and California address of the initial agent for service of process. The designated agent, whether an individual or a corporation, must agree to accept service of process on behalf of the corporation prior to designation. A corporation cannot designate itself as its own agent for service of process. When designating another corporation as agent, that other corporation must have previously filed a Certificate Pursuant to Section 1505, California Corporations Code, with the Secretary of State. When a corporate agent is used, the address of the designated corporation must be omitted. (Articles IV, V, and VI are required by Section 1353.5 of the California Civil Code.)
Article IV - This statement is required when forming a common interest development corporation.
Article V - The articles must include one of three possible statements: (1) the address of the association's business or corporate office, and that the office is on the site of the common interest development; or (2) the address of the association's business or corporate office, that the office is not on site, the nine-digit zip code, and the front street and nearest cross street of the common interest development; or (3) that the association has no business or corporate office.
Article VI - The Articles must include the name and address of the association's managing agent or a statement that the association has no managing agent.
Article VII - The Franchise Tax Board requires this language before state franchise tax exemption may be granted.
The Articles of Incorporation must be originally signed by an incorporator, or by directors, if initial directors have been named in the document. If directors are named, each director must both sign and acknowledge the articles. The names of incorporators or directors must by typed beneath their signatures.
The original and at least three copies of the Articles of Incorporation, together with the applicable fee, must be mailed or hand delivered to the Secretary of State's Office in Sacramento or hand delivered to the one of the branch offices located in Fresno, Los Angeles, San Diego or San Francisco. Branch offices do not process mailed in documents. If documents are submitted to a branch office, a duplicate original is also required.
To facilitate the processing of documents mailed to the Sacramento office, a self-addressed envelope and a letter referencing the corporate name as well as your own name, return address and telephone number should also be submitted.