Theta Law Firm, LLP | What are the Annual Filing/Formality Requirements of a California Corporation?

What are the Annual Filing/Formality Requirements of a California Corporation?

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Every year (or biennially in some cases), California corporations must do each of the following (this list is not exhaustive and does not include various tax/federal requirements, so consult with an attorney and tax specialist!):

1. Statement of Information.

What: File an Annual Statement of Information (Form SI-200) with the California Secretary of State, which contains the corporation's addresses, officers, directors, and registered agent for service of process. That form can be found on the California Secretary of State's website at: http://www.sos.ca.gov/business/forms.htm.
When: For domestic stock and agricultural corporations, the Statement of Information must be filed within 90 days of filing the articles of incorporation and annually thereafter during the applicable filing period. The applicable filing period is the calendar month during which the initial Articles of Incorporation were filed and the immediately preceding five calendar months.
Cost: There is a $20 fee for the statement and another $5 fee for a disclosure fee, so the total fees are $25.

2. California Corporation Franchise or Income Tax Return.

What: File a California Corporation Franchise or Income Tax Return (Form 100) with the California Secretary of State, which is a state tax return form wherein corporations disclose income, losses, and other tax-related information. As of the writing of this article, the annual state tax in California for corporations is the greater of 8.84% of the corporation's net income or $800.
When: The California Corporation Franchise or Income Tax Return is due on or before the 15th day of the third month after the close of the taxable year unless the return is for a short-period as required under R&TC Section 24634.
Cost: As of the writing of this article, the annual state tax in California for corporations is the greater of 8.84% of the corporation's net income or $800.

3. Hold a Shareholder's Meeting.

What: Each year, the shareholders of a California corporation are required to hold a meeting. This meeting, however, can simply be held on paper (via written consent) and documented in the corporate minutes, if the statutory requirements are satisfied. At this meeting, shareholders will elect directors, approve financial statements, and ratify the actions of the directors and officers.
When: Once a year.
Cost: There is no cost, other than the costs incidental to holding the meeting itself and preparing/storing the minutes of the meeting.

4. Hold a Meeting of Directors.

What: Each year, the board of directors of a California corporation should also hold a meeting (which can also be held via written consent and must also be documented in the corporate minutes). There are various actions that require the approval of the board of directors, which can be approved by the board at its annual meeting.
When: Once a year, usually immediately after the shareholder's meeting.
Cost: There is no cost, other than the costs incidental to holding the meeting itself and preparing/storing the minutes of the meeting.

5. Send Annual Report to Shareholders.

What: Cal. Corp. Code § 1501 requires that a corporation send an annual report to shareholders. However, if the corporation has less than 100 shareholders and its bylaws waive the requirement, the requirement does not apply.
When: This must be done within 120 days of the end of the corporation's fiscal year.
Cost: There is no cost, other than the costs incidental to preparing the report and sending it to shareholders.