Articles of Incorporation
(CA Close Corporation)

Summary

This articles of incorporation template may be used to form a California close corporation. This template contains practical guidance, drafting notes, and an alternate clause. Cal. Corp. Code § 158(a) defines a close corporation as "a corporation, including a close social purpose corporation, whose articles contain, in addition to the provisions required by Section 202, a provision that all of the corporation's issued shares of all classes shall be held of record by not more than a specified number of persons, not exceeding 35, and a statement, 'This corporation is a close corporation.'" These articles of incorporation contain the minimum requirements to form a California close corporation. Optional provisions are set forth in Cal. Corp. Code § 204. The articles of incorporation may be submitted in-person, by mail to Corporate Filings, P.O. Box 944260, Sacramento, CA 94244–2600, or electronically. The filing fee for articles of incorporation of a close corporation is $100. For more information, see Formation and Qualification (CA Corporation).