Secretary of State Information
(Please see reverse)
ART-CLOSE (REV 03/2005)
ORGANIZATION OF CALIFORNIA CLOSE CORPORATIONS
Business corporations authorized to issue stock, excluding such special organizations as cooperatives, credit
unions, etc., are organized under the General Corporation Law, and particularly Title 1, Division 1, Chapter 2,
California Corporations Code.
California Corporations Code sections 200-202 outline the minimum content requirements of Articles of
Incorporation for stock corporations. Section 158 of the Code specifically deals with statutory close
corporations. The attached sample has been drafted to meet those minimum statutory requirements. The
sample 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 corporation’s
specific business needs, which may require the inclusion of special permissive provisions or the formation of
the corporation as a general stock corporation rather than formation as a close corporation.
The fee for filing Articles of Incorporation on behalf of a stock corporation is $100.00. Check(s) should be
made payable to the Secretary of State.
PLEASE NOTE: Businesses incorporating in California are subject to California corporation franchise tax
requirements until such time as they formally dissolve. Information regarding franchise tax requirements can
be obtained from the Franchise Tax Board’s Internet Web site or by calling the Franchise Tax Board at 1-800-
The original and at least two copies 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 with the document to be filed. Any additional copies submitted will be certified upon request and
payment of the $8.00 per copy certification fee.
Documents can be mailed or hand delivered for over-