Corporations
A general filing for a “C” corporation refers to a general-for-profit business entity. The Incorporator files Articles of Incorporation along with the statutory fee to the Secretary of State. A corporation is a legal entity that has its own tax and legal liability that is separate from its shareholders. The Board of Directors handles the management of the corporation and can delegate the day to day business of the corporation to its officers and employees. As a separate legal entity a corporation can continue indefinitely. Its existence is not affected by death or incapacity of its shareholders, directors, officers or transference of its shares. A corporation may raise money by selling its shares to investors and may borrow money on its own credit.

The Corporation Code requires that the name of the President, Secretary, Treasurer, one Director and the Registered Agent for Service be filed. There are other formalities that must be met to maintain the corporate existence including: conducting annual meetings and taking corporate minutes, officers need to be appointed and shares must be issued to the shareholders. If the formalities are not adhered to individual shareholders may be personally liable if the entity is merely the “Alter Ego” of its shareholders. A court of law may “pierce the corporate veil” and hold the shareholders liable.

S-Corporation election must be made within 90 days after incorporating. This decision is best suited to the corporation’s accountant who knows the federal and state taxes issues involved.

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California Incorporation Services Inc.
1632 19th Street, Santa Monica, CA 90404
info@calincorporationservices.com
(310) 453-6911
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