Fill - Free fillable Form ARTS-GS Articles of Incorporation of a General Stock Corporation PDF form

Instructions for Completing the

Articles of Incorporation of a General Stock Corporation (Form ARTS-GS)

To form a general stock corporation in California, you must file Articles of Incorporation with the California Secretary

of State.

• Form ARTS-GS has been created for ease in filing, however, any format may be used, 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.

Fees:

• Filing Fee: The fee for filing Articles of Incorporation of a General Stock 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/servi

ce-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 a $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®).

Pro

cessing Times: For current processing times, go to www.sos.ca.gov/business/be/proce

ssing-times.

If you are not c

ompleting this form online, please type or legibly print in black or blue ink. Complete the Articles

of Incorporation of a General Stock Corporation (Form ARTS-GS) as follows:

Item

Instruction

Tips

1. Enter the name of the proposed

corporation exactly as it is to appear on

the records of the California Secretary

of State.

• 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-GS, go to

www.sos.ca.gov/business/be/name-availability.

• A name reservation is not required to submit Form

ARTS-GS.

• 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.

ARTS-GS Instructions (REV 06/2019)

2019 California Secretary of State

bizfile.sos.ca.gov

2a. Enter the complete street address, city,

state and zip code of the 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 address in Item 2a,

enter the 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.)

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.

ARTS-GS Instructions (REV 06/2019)

2019 California Secretary of State

bizfile.sos.ca.gov

4. Enter the number of shares the

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. Do

not alter.

6. Form ARTS-GS 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-GS

and attach the extra page(s) to the completed Form

ARTS-GS.

- All attachments are part of this document.

• Multiple Form ARTS-GSs with different signatures will be

returned without being filed – use only one form.

• Do not include the title of the person signing.

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 94244-2260 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. All statutory references

are to the Cali

fornia 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 businessfilings.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 Rev

enue 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.

dditional Reso

urces: 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 requi

rements, 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.

ARTS-GS Instructions (REV 06/2019)

2019 California Secretary of State

bizfile.sos.ca.gov

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 correspondence 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

bmissions are reviewed in the date order of receipt. For updated processing time information, visit

www.sos.ca.gov/business/be/processing-times.

Optional Copy 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:

 

 

AMT REC’D: $

Secretary of State Use Only

T/TR:

Company:

Address:

City/State/Zip:

Doc Submission Cover - Corp (Rev. 09/2016)

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Secretary of State

ARTS-GS

This Space For Office Use Only

Articles of Incorporation of a

General Stock 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 minimum $800 tax to the California Franchise

Tax Board each year. For more information, go to https://www.ftb.ca.gov.

1. Corporate Name (Go to www.sos.ca.gov/business/be/name-availability for general corporate name requirements and restrictions.)

The name of the corporation is _______________________________________________________________________________________

______________________________________________________________________________________________________________________

2. Business Addresses (Enter the complete business addresses.)

a. Initial Street Address of Corporation - Do not list a P.O. Box

Cit

y (no abbreviations) State

p 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

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).)

Thi

s corporation is authorized to issue only one class of shares of stock.

The total number of s

hares which this corporation is authorized to issue is

____________________________________________ .

5. Purpose Statement (Do not alter the Purpose Statement.)

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized

under the General Corporation Law of California other than the banking business, the trust company business or the

practice of a profession permitted to be incorporated by the California Corporations Code.

6. Read and Sign Below (This form must be signed by each incorporator. See instructions for signature requirements.)

__________________________________________________________ ____________________________________________________

Type or Print Name

Signature

ARTS-GS (REV06/2019)

2019 California Secretary of State

bizfile.sos.ca.gov

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