Company Registration in California : Step by Step Business Registration Guide

March 31, 2024
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13 Minutes
Modified on:
March 31, 2024
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Written by:
Swati Bucha
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Do you want to register your firm in California as a new owner? Firstly, congrats! Launching a business is one of the most important decisions you will ever make. It's time for the technical part now, though: registering. Following several precise guidelines and procedures is necessary when registering your firm. But fear not—it isn't as difficult as it seems.

Before you start, you need to do a few things in preparation. First, you must create a business plan. This will act as your guide for managing your company and creating a strategy for its expansion. Your plan should include sales, marketing, pricing, and overall business strategy. Add any insurance policies, market research, and the costs of beginning and overhead.

This is only applicable to businesses enrolling in California. As you start the registration procedure, remember that each state has its own payroll tax regulations and agencies. Let's understand the process of company registration in California. 

Types of Business Entities in California

Here is a quick summary of the several types of business structures. It is not meant to be legal advice but to give a fundamental overview of the various business formats.

1. Corporation

Generally speaking, a California corporation is a separate legal entity from its owners. The corporation and the shareholders are subject to taxes, even though the owners are often shielded from personal blame. The sale of bonds or stocks may raise additional funds, and the company may survive after the owners pass away. When considering the range of possibilities available, legal counsel should be engaged. Articles of Incorporation must be submitted to the California Secretary of State's office to establish a corporation in that state. 

2. Limited Liability Company

LLC is a hybrid business structure that combines the characteristics of a corporation with those of a partnership or sole proprietorship. It is a corporate structure that protects its owners by giving limited liability in case of the company's debts and liabilities.  

In California, to create an LP, visit the official website of the California Secretary of State, click on the Register a Business option under the Business Entities Tile section, and click on Articles of Organization - CA LLC. Then, fill out the form and submit it according to the instructions.

3. Limited Partnership

A Limited Partnership comprises two partners: a general partner and a Limited Partner. The General Partner handles and manages the entire business and has unlimited liability toward the business. However, the Limited Partner cannot look after the business' day-to-day operations and can only extend capital help but has limited liability. 

In California, to create an LP, visit the official website of the California Secretary of State and select the Register a Business option from the Business Entities Tile section. If you scroll down, you will find a Limited Partnership Initial Filings section. Click on Certificate of Limited Partnership (CA LP) and fill out the form appropriately.  

4. General Partnership

A General Partnership (GP) is a basic partnership structure in which two or more partners come together to share responsibilities, assets, profits, and the business's financial and legal liabilities. In this type of business ownership, all the partners agree to be responsible for unlimited liability. 

A Statement of Partnership Authority (Form GP-1) must be submitted to the California Secretary of State's office to register a GP at the state level. It should be noted that state-level GP registration is voluntary.

5. Limited Liability Partnership

A Limited Liability Partnership (LLP) is a type of partnership in which every partner has limited personal liability in case of debt repayment or business loss. In a Limited Partnership, the general partner has unlimited liability, and a limited partner enjoys the benefit of limited liability. However, in an LLP, all the partners enjoy limited liability. 

To register an LLP in California, an Application to Register a Limited Liability Partnership (Form LLP-1) must be submitted to the California Secretary of State's office.

6. Sole Proprietorship

A sole proprietorship is designed to enable an individual to own and manage a company. A lone proprietor is in complete control of the business, is liable for all taxes and liabilities, and receives all profits. If a sole proprietorship is established under a name other than the individual's name (for instance, John Smiths Fishing Shop), the county where the primary place of business is situated must receive a Fictitious Business Name Statement.

No formation paperwork is on file with the Secretary of State's office in California. The nature of the business may dictate the need for additional state filings.

Steps to Register a Company in California

To become a registered business in California, any business must adhere to and fulfill several intricate state regulations and credit facility requirements. Let’s understand the steps of company registration in California: 

Step 1: Select Your Business Structure.

Once your business plan is complete, you should concentrate on choosing your company's Californian structure. When choosing a business structure, you should speak with a tax expert or private attorney. They can help you understand the criteria of each type of business entity and which one best suits your needs. They will also advise you on your legal requirements to commit to a business structure.

In California, a few of the most common kinds of business entities are as follows:

  • Corporation
  • Limited Liability Company
  • Limited Partnership
  • General Partnership
  • Limited Liability Partnership
  • Sole Proprietorship

Step 2: Choose Your Business Name.

Businesses in California should concentrate on selecting their company name after deciding on their organizational structure. Selecting a business name is a difficult undertaking since the incorrect name may put you in danger of several legal and commercial issues. Even if you can alter your company name later, the fewer times you do it, the easier it will be.

Before looking up your potential business name in the state databases of California, there are a few procedures you need to take:

  • Search the web to see if any company with the same name exists. 
  • Do a trademark search.
  • Make sure a domain name related to your company name is available.

Step 3: Register Your Business.

The next step in registering your firm is filing the required formation documents with the California Secretary of State's office. The procedure for registering differs according to the business structure you select. Corporations and LLCs, for instance, have particular filing procedures.

When registering a new company with the Secretary of State of California, the necessary documentation can take several weeks to file. Delivering your documents in person to them or one of their field offices and paying additional costs is one way to expedite this process.

Step 4: Obtain Your Federal Employer ID Number (FEIN).

For your business, your Federal Employer ID Number (FEIN) is comparable to your Social Security Number. The Federal Employer Identification Number (FEIN) is required if your company is organized as a corporation or an LLC. Unless you are employing people, it is not required if your company is organized as a sole proprietorship.

You would have to utilize your social security number on many forms if your business structure is a sole proprietorship and you do not obtain your EIN, which puts you at risk of identity theft. Therefore, you can avoid that by obtaining your EIN.

Step 5: Open Your Business's Bank and Credit Accounts.

You must maintain financial segregation between your personal and business affairs; creating a business bank and credit account is one way to do it. These accounts are only available to corporations and LLCs, but they set your business up for advantageous credit and financing.

Generally speaking, the following paperwork is required to open a business bank account:

  • Filed paperwork
  • EIN
  • A company resolution signed by the owners, members, directors, executives, and so on authorizing your firm to open an account.

Step 6: Set Up an Accounting System.

Once you've completed the requirements above, you should set up an accounting and record-keeping system and familiarize yourself with the taxes that apply to your California firm. This would rely on several variables, including your company's revenue, industry, number of employees, and business structure.

You should locate your tax records and file them as well. To accomplish this, make sure you have all the required documentation for the following state and federal organizations and initiatives:

  • California Franchise Tax Board (FTB)
  • State Board of Equalization (BOE) to obtain a seller’s permit
  • State of California Employment Development Department (EDD)
  • Internal Revenue Services (IRS)

Documents related to the company must typically be retained for three years. A list of the owners and their addresses, copies of the company's formation documents, yearly reports, financial statements, and any additions or changes to the business should also be included. All tax and corporate filing paperwork must be retained for at least three years.

Step 7: Obtain Licenses and Permits.

Certain businesses in California can require a license or permit to be allowed to operate in their city or county. Typically, this also entails filing for state taxes and licenses (the city may need them to grant a company license).

However, you can use the Department of Consumer Affairs and the Gold Standard for permission Assistance CalGOLD if you are confused about whether you are legally required to obtain a license or permission for your business in California and its requirements.

Some of the common licenses and permits include:

  • Business License
  • California Seller’s Permit
  • Alarm Permit
  • Building Permit
  • Tax Permit
  • Health Permit
  • Occupational Permit
  • Signage Permit
  • Zoning Permit

Step 8: Register with the EDD.

The Employment Development Department, or EDD, requires the following business-related information for you to register as an employer:

  • FEIN
  • Business Type
  • Legal Name
  • DBA
  • SoS Account Number

Following your successful employer registration, the EDD will issue you a unique account number, called the State Identification Number (SEIN), for your company. Using the SEIN, you can then file and pay your future state payroll taxes.

The EDD would also issue you a rate for unemployment insurance, a state-specific fee whose rates vary based on your company's employment history. For instance, your tax rate will go up if many of your former workers have submitted claims for unemployment benefits.

Step 9: Hire Employees (if applicable).

In California, you must register with the relevant state agencies and obtain workers' compensation insurance, unemployment insurance, or both if your firm plans to hire you or others as full-time or part-time employees.

Under the advice of a health insurance broker, you should consider obtaining group health insurance for your staff members. Your business will profit from these company-sponsored perks through reduced employee turnover, improved stress management at work, and the ability to retain top personnel.

Step 10: Obtain Business Insurance.

It makes sense to increase the ratio of operating costs to operational income to safeguard your company from unanticipated events that could negatively impact its operations, financial KPIs, and revenue.

Business insurance will help you avoid these costs and save your company money. Although business insurance comes in various forms, it is typically bundled as a "business owner's policy" or "general business insurance." These insurances offer additional security by covering anything from company cars to product liability.

Step 11: Organize and Systematize.

After registering your business in California, you should set it up and create an operational strategy to ensure everything is planned systematically.

Choosing how to process orders, pay bills, process payroll and pay staff, pay taxes, keep your permits current, guarantee favorable customer feedback and excellent customer retention, provide proactive customer care, and other tasks are all part of this kind of organization and systematization.

All of these elements will assist in automating and streamlining your company's operations while freeing you up to concentrate more on expanding and improving your enterprise.

Step 12: Branding and Marketing.

After registering and establishing your California firm, you should concentrate on informing prospective clients about it. To achieve this, you must create a marketing plan that addresses your branding and brand marketing initiatives as well as various marketing techniques that align with your brand image and marketing goals, such as Instagram, digital, performance, content, and sustainable marketing.

Your marketing campaigns would reach your buyer personas, and you would be persuading them to purchase your goods or services. Regularly monitoring marketing KPIs and making necessary adjustments to marketing plans can guarantee successful branding and marketing efforts. Your net profit, net profit ratio, and gross profit will all rise as a result.

It may also enhance your cash flow and create more robust balance sheets, income statements, and profit and loss statements. A branding and marketing strategy will boost revenue and encourage repeat business when executed correctly.

Step 13: Annual and Ongoing Requirements.

Once your business in California is registered, some of the annual and ongoing requirements that you should keep in mind and comply with are:

  • Sole Proprietorship: If your sole proprietorship business is registered under a fictitious business name or DBA (doing business as), then that DBA name is valid for five years (unless you change the company name or other information listed on the FBN). After five years, you will need to renew it with the county.
  • LLC: An Initial Statement of Information must be filed by Californian Companies within 90 days of filing articles of organization. You must also file Biennial Statements of Information with the California Secretary of State biennially by the end of the month of your business’ anniversary, in addition to general taxation. California also requires a minimum $800 fee to the Franchise Tax Board each year; however, businesses in California get an exemption for the same in their first year in business. Lastly, depending on the nature of your business, you might even have to get your license or permit renewed periodically.
  • Corporation: Your business must keep its corporate records at its principal place of business. An officer of your corporation must file an annual report once every two years by the company’s anniversary date. LLCs and Corporations will pay a filing cost of $300.

Taxes for Small Business in California

Small business owners in California benefit from many distinct advantages; however, business taxes are extremely high in the state. Besides, the complex and high number of regulations make it more difficult for small businesses to thrive. 

California imposes higher-than-average state income taxes on business and personal incomes. Still, it also imposes taxes on small businesses registered as pass-through entities, such as S Corporations and LLCs.

Corporate tax is imposed on corporations and LLCs at a flat rate of 8.84% on net taxable income from business activity in the state. Franchise tax is applied to S Corporations, LLCs, LPs, and LLPs. If traditional corporations or C Corporations do not earn positive net income, they will have to pay franchise tax instead of corporate tax. 

Corporations are also subjected to an alternate minimum tax (AMT) of 6.65%. It limits the effectiveness of businesses writing off their expenses against income to reduce their corporate tax rate. 

Conclusion

To sum up, registering a corporation in California entails several crucial processes necessary to create a legal organization and guarantee adherence to state laws. Entrepreneurs can establish a strong foundation for their business endeavors by carefully deciding on the best business structure, creating a distinctive name for their company, registering with the relevant authorities, and meeting all legal requirements, including acquiring licenses, permits, and insurance.

Furthermore, establishing strong financial systems, streamlining operational procedures, and creating winning branding and marketing plans are essential components of a prosperous firm in California. Maintaining licenses, adhering to annual obligations, and keeping up with regulatory changes are essential for the company's long-term viability.

Prospective business owners should carefully follow the listed processes and, where necessary, obtain professional help to confidently negotiate the complexity of founding a corporation in California. Recall that every action you take now will significantly impact your company's future performance, so be sure to treat each work with diligence and attention to detail.

Frequently Asked Questions

1. How much does it cost to form a corporation-type business in California? 

In California, businesses can register as a General Stock Corporation or a Professional Corporation. The registration cost for forming a corporation is a one-time investment, and here's the breakdown: 

  • The cost to fill Articles of Incorporation - $100
  • The cost of dropping off the registration documents at the Sacramento office - $15.00 (non-refundable)
  • The cost to reserve the business name before filling out the registration documents - $10, with a special handling fee of $10

2. How do you look for a business registered in California?

To find a registered business in California, knowing its business name or entity number is essential. Now, visit the Secretary of State's business search page, enter the business name or entity number (do not enter the C at the beginning of the entity number), and hit the Search option. You will get the following business information for the entered business name or entity name: 

  • When the company filed its documents, 
  • The company's current status with the state, 
  • Business entity type, 
  • State where the business is registered, 
  • Name and address of the business agent. 

3. What are some challenges associated with company registration in California?

There are several challenges in registering a company in California, like: 

  1. High taxes, which include sales, property, and individual taxes charged to your customers and clients,
  2. California is the most regulated state in the US, with 396,000 regulatory requirements, 
  3. High operation costs, especially the energy costs being the highest in the state, 
  4. Complexities in getting business insurance.

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