Articles of Incorporation - State Variations - California
ARTICLES OF INCORPORATION
OF [CORPORATION NAME]
The undersigned incorporator forms a California general stock corporation under the General Corporation Law of California and adopts the following Articles of Incorporation.
ARTICLE I — NAME
The name of the corporation is [CORPORATION NAME] (the "Corporation").
ARTICLE II — PURPOSE
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.
ARTICLE III — AGENT FOR SERVICE OF PROCESS
The name and California street address of the Corporation's initial agent for service of process are:
Agent name: [AGENT NAME]
California street address: [STREET ADDRESS, CITY, CALIFORNIA ZIP CODE]
ARTICLE IV — INITIAL OFFICE ADDRESSES
Initial principal-office street address: [STREET ADDRESS, CITY, STATE ZIP CODE]
Initial mailing address, if different: [MAILING ADDRESS, CITY, STATE ZIP CODE]
ARTICLE V — AUTHORIZED SHARES
The Corporation is authorized to issue [NUMBER] shares of one class of common stock.
Alternative Article V — multiple classes or series: The Corporation is authorized to issue the classes and series of shares stated in Exhibit A, attached to and incorporated into these Articles. Exhibit A states the total number, designation, and rights, preferences, privileges, and restrictions of each class and series, including any authority granted to the Board to fix series terms within stated limits.
OPTIONAL ARTICLE VI — DIRECTOR LIABILITY
The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
OPTIONAL ARTICLE VII — ADDITIONAL CHARTER PROVISIONS
The provisions in [IDENTIFY COUNSEL-DRAFTED EXHIBIT BY LETTER AND TITLE], attached to these Articles, are incorporated into them.
EXHIBIT A — SHARE CLASSES AND SERIES (USE ONLY WITH MULTI-CLASS ARTICLE V)
| Class and series designation | Authorized shares | Board authority to fix series number or terms |
|---|---|---|
| [CLASS / SERIES] | [NUMBER] | [SPECIFIC AUTHORITY OR NONE] |
| [CLASS / SERIES] | [NUMBER] | [SPECIFIC AUTHORITY OR NONE] |
For each class or series above, the rights, preferences, privileges, and restrictions are:
[SET OUT FULL COUNSEL-DRAFTED TERMS FOR VOTING, DIVIDENDS, LIQUIDATION, CONVERSION, REDEMPTION, PRIORITY, AND ANY OTHER RIGHTS OR RESTRICTIONS.]
EXECUTION
The undersigned executes these Articles of Incorporation on [DATE].
____________________________________
[INCORPORATOR NAME], Incorporator
FILING NOTES
- The California Secretary of State's current domestic-corporation forms page lists online filing and links Form ARTS-GS for general-stock Articles of Incorporation; its listed filing fee is $100.
- A domestic stock corporation's initial Statement of Information is due within 90 days after registration and annually thereafter; the current listed fee is $25.
SOURCES AND REFERENCES
About this template
- Last updated
- October 23, 2026
- Citations checked
- October 23, 2026
- Jurisdiction
- California
- Category
- Corporate & Business
Legal authority
- Cal. Corp. Code § 200 (formation and execution)
- Cal. Corp. Code § 201 (corporate name)
- Cal. Corp. Code § 202 (required article contents)
- Cal. Corp. Code § 204 (optional article provisions)
- Cal. Corp. Code § 204.5 (director-liability language)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on October 23, 2026.
Cal. Corp. Code § 200(a)-(b) (checked October 23, 2026): "if initial directors are not named in the articles, the articles shall be signed by one or more persons described in subdivision (a) who thereupon are the incorporators of the corporation."
Cal. Corp. Code § 201(b) (checked October 23, 2026): "The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State"
Cal. Corp. Code § 202(a)-(b) (checked October 23, 2026): "The articles of incorporation shall set forth: (a) The name of the corporation; provided, however, that in order for the corporation to be subject to the provisions of this division applicable to a close corporation (Section 158), the name of the corporation must contain the word “corporation,” “incorporated,” or “limited” or an abbreviation of one of such words."
Cal. Corp. Code § 202(b)(1)(A) (checked October 23, 2026): "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"
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