ARTS-PC Instructions (REV 06/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Instructions for Completing the
Articles of Incorporation of a Professional Corporation (Form ARTS-PC)
To form a professional corporation in California, you must file Articles of Incorporation with the California Secretary of
State.
Before submitting the completed form, contact the California professional state board or agency that controls your
profession to find out if your profession is authorized to be a professional corporation in California and if there are any
specific corporate name style rules. For more information, go to the California Department of Consumer Affair website
at www.dca.ca.gov/about_dca/entities.shtml.
Form ARTS-PC has been created for ease in filing, however, you can compose your own document, provided it meets
statutory requirements
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs and whether additional article provisions for the corporation are needed.
Please note, once filed, all information contained within this form (including addresses) is a public record and is
accessible by the general public.
Fees:
Filing Fee: The fee for filing Articles of Incorporation of a Professional Corporation is $100.00.
Faster Service Fee:
- Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our
Sacramento office.
- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person
(drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority
service over documents submitted by mail. The special handling fee is not refundable whether the document is
filed or rejected.
- Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information about
this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request
and payment of an additional $5 certification fee. To obtain additional copies or certified copies of the filed document,
include payment for copy fees and certification fees at the time the document is submitted. Additional copy fees are $1.00
for the first page and $0.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per
copy.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by
mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or
Mastercard®).
Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Articles of
Incorporation of a Professional Corporation (Form ARTS-PC) as follows:
Item
Instruction
Tips
1.
Enter the name of the proposed California
Professional Corporation exactly as it is
to appear on the records of the California
Secretary of State.
The proposed name must meet the name-style requirements of
the law that governs the profession for which the professional
corporation is engaged. For more information, contact the
California state board or agency that controls your profession.
There are legal limitations on what name can be used for the
corporation. For general corporation name requirements and
restrictions or for information on reserving a corporation name
prior to submitting Form ARTS-PC, go to
www.sos.ca.gov/business/be/name-availability.
ARTS-PC Instructions (REV 06/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
A preliminary search of corporation names already of record can
be made online through our Business Search at
BusinessSearch.sos.ca.gov. Please note: The Business Search
is not intended to serve as a formal name availability search. For
information on checking or reserving a name, go to
www.sos.ca.gov/business/be/name-availability.
A name reservation is not required to submit Form
ARTS-PC.
You should contact the California state board or agency that
controls your profession to find out if your profession has name
restrictions for a California corporation. For more information, go
to the California Department of Consumer Affairs website at
www.dca.ca.gov/about_dca/entities.shtml.
2a.
Enter the complete street address, city,
state and zip code of the California
Professional Corporation’s initial address.
The complete street address is required, including the street
name and number, city, state and zip code.
Address must be a physical address.
Do not enter a P.O. Box address, an “in care of address, or
abbreviate the name of the city.
2b.
If different from the street address in Item
2a, enter the California Professional
Corporation’s initial mailing address.
This address will be used for mailing purposes and may be a
P.O. Box address or “in care of” an individual or entity.
Do not abbreviate the name of the city.
3.
The corporation must have an Agent for
Service of Process.
There are two types of Agents that can be
named:
an individual (e.g. officer, director, or
any other individual) who resides in
California with a physical California
street address; OR
a registered corporate agent qualified
with the California Secretary of State.
An Agent for Service of Process is responsible for accepting
legal documents (e.g. service of process, lawsuits, other types
of legal notices, etc.) on behalf of the corporation.
You must provide information for either an individual OR a
registered corporate agent, not both.
If using a registered corporate agent, the corporation must have
a current agent registration certificate on file with the California
Secretary of State as required by Section 1505.
3a & b.
If Individual Agent:
Enter the name of the initial agent for
service of process and the agent’s
complete California street address,
city and zip code.
If an individual is designated as the
initial agent, complete Items 3a and
3b ONLY. Do not complete Item 3c.
The complete street address is required, including the street
name and number, city and zip code.
Do not enter a P.O. Box address, an “in care of” address, or
abbreviate the name of the city.
Many times, a small corporation will designate an officer or
director as the agent for service of process.
The individual agent should be aware that the name and the
physical street address of the agent for service of process is a
public record, open to all (as are all the addresses of the
corporation provided in filings made with the California
Secretary of State.)
ARTS-PC Instructions (REV 06/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
3c.
If Registered Corporate Agent:
Enter the name of the initial registered
corporate agent exactly as registered
in California.
If a registered corporate agent is
designated as the initial agent,
complete Item 3c ONLY. Do not
complete Items 3a and 3b.
Before a corporation is designated as agent for another
corporation, that corporation must have a current agent
registration certificate on file with the California Secretary of
State as required by Section 1505 stating the address(es) of the
registered corporate agent and the authorized employees that
will accept service of process of legal documents and notices on
behalf of the corporation.
Advanced approval must be obtained from a registered
corporate agent prior to designating that corporation as your
agent for service of process.
No California or foreign corporation may register as a California
corporate agent unless the corporation currently is authorized to
engage in business in California and is in good standing on the
records of the California Secretary of State.
Provide your Registered Corporate Agent’s exact name as
registered with the California Secretary of State. To confirm that
you are providing the exact name of the Registered Corporate
Agent, go to
https://businessfilings.sos.ca.gov/frmlist1505s.asp.
A corporation cannot name itself as agent.
4.
Enter the number of shares the
California Professional Corporation is
authorized to issue. Do not leave blank
or enter zero (0).
The corporation must authorize at least 1 share but can
authorize any number of shares.
This form only may be used for a single class of shares. If the
corporation needs a multiple share structure, you must
compose your own Articles of Incorporation.
Before shares of stock are sold or issued, the corporation must
comply with the Corporate Securities Law of 1968 administered
by the California Department of Business Oversight. For more
information, go to dbo.ca.gov or call the California Department
of Business Oversight at
(866) 275-2677.
5.
The purpose statement is required.
Enter the name of the authorized
profession.
Contact the California state board or agency that controls your
profession to find out if your profession is authorized to be a
corporation in California. For more information, go to the
California Department of Consumer Affairs website at
www.dca.ca.gov/about_dca/entities.shtml.
6.
Form ARTS-PC must be signed by each
incorporator.
If you need more space for signatures:
- Place the additional signatures on only one side of a
standard letter-sized piece of paper (8 1/2" x 11") clearly
marked as an attachment to Form ARTS-PC and attach
the extra page(s) to the completed Form
ARTS-PC.
- All attachments are part of this document.
Multiple Form ARTS-PCs with different signatures will be
returned without being filed use only one form.
Do not include the title of the person signing.
ARTS-PC Instructions (REV 06/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, complete the Mail Submission Cover Sheet. For the Return Address:
enter the name of a designated person and/or company and the corresponding mailing address. Please note the Mail
Submission Cover Sheet will be treated as correspondence and will not be made part of the filed document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State, Business Entities
Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop off) to the Sacramento office, 1500
11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the Sacramento office.
Legal Authority: General statutory filing provisions are found in Sections 200-202 et seq. and 13400 et seq. All statutory
references are to the California Corporations Code, unless otherwise stated.
Statement of Information: A Statement of Information must be filed with the California Secretary of State within 90 days
after filing the Articles of Incorporation and every year thereafter during the applicable filing period (Section
1502). A Statement of Information can be filed online at bizfile.sos.ca.gov or by submitting Form SI-550.
Minimum Tax Requirement: Most corporations must pay a minimum tax of $800 to the California Franchise Tax Board
each year. (California Revenue and Taxation Code section 23153.) For more information, please refer to the California
Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) at
https://www.ftb.ca.gov/forms/misc/1060.html.
Additional Resources: For a list of other agencies you may need to contact to ensure proper compliance, go to
www.sos.ca.gov/business/be/resources. Note: The California Secretary of State does not license corporations. 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 activities of the corporation.
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as c
orrespondence and will not be made part of the filed
document.
Make all checks or money orders payable to the Secretary of State.
Do not include a $15 counter fee when submitting documents by mail.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
O
ptional Cop
y and Certification Fees:
If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person: (Please type or print legibly)
First Name:
__________________________________________________ Last Name: _______________________________________________
Phone (optional): ______________________________________________
Entity Information: (Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number (if applicable): _____________________________________
Comments: _____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Address:
City/State/Zip:
Secretary of State Use Only
T/TR:
AMT REC’D: $
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ARTS-PC (REV 06/2019)
Secretary of State
ARTS-PC
This Space For Office Use Only
Articles of Incorporation of a
Professional Corporation
IMPORTANT Read Instructions before completing this form.
Filing Fee $100.00
Copy Fees First page $1.00; each attachment page $0.50;
Certification Fee - $5.00
Note: Corporations may have to pay a minimum $800 tax to the California
Franchise Tax Board each year. For more information, go to ftb.ca.gov.
1. Corporate Name
(Contact the California state board or agency that controls your profession to find out if your profession is
authorized to be a corporation in California and if there are any specific corporate name style rules. Go
to www.sos.ca.gov/business/be/name-availability for general corporate name requirements and restrictions.)
The name of the professional corporation is _________________________________________________________________________
______________________________________________________________________________________________________________________.
2. Business Addresses (Enter the complete business addresses. Item 2a cannot be a P.O.Box or “in care of” an individual or entity.)
a. Initial Street Address of Corporation - Do not enter a P.O. Box
City (no abbreviations)
State
Zip Code
b. Initial Mailing Address of Corporation, if different than item 2a
City (no abbreviations)
State
Zip Code
3. Service of Process (Must provide either Individual OR Corporation.)
INDIVIDUAL Complete Items 3a and 3b only. Must include agent’s full name and California street address.
a. California Agent's First Name (if agent is not a corporation)
Middle Name
Last Name
Suffix
b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box
City (no abbreviations)
State
CA
Zip Code
CORPORATION Complete Item 3c. Only include the name of the registered agent Corporation.
c. California Registered Corporate Agent’s Name (if agent is a corporation) Do not complete Item 3a or 3b
4. Shares (Enter the number of shares the corporation is authorized to issue. Do not leave blank or enter zero (0).)
This corporation is authorized to issue only one class of shares of stock.
The total number of shares which this corporation is authorized to issue is ____________________________________________ .
5. Purpose Statement
(Contact the California state board or agency that controls your profession to find out if your profession is
authorized to be a corporation in California. Go to www.dca.ca.gov/about_dca/entities.shtml for more information.)
The purpose of the corporation is to engage in the profession of ______________________________________________________
and any other lawful activities (other than the banking or trust company business) not prohibited to a corporation
engaging in such profession by applicable laws and regulations. This corporation is a professional corporation within
the meaning of California Corporations Code section 13400 et seq.
6. Read and Sign Below (This form must be signed by each incorporator. See Instructions. Do not include a title.)
__________________________________________________________ ____________________________________________________
Type or Print Name
2019 California Secretary of State
bizfile.sos.ca.gov
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