California corporations — when an LLC isn't the right structure.
C-corps and S-corps for California businesses. Articles of Incorporation, bylaws, organizational resolutions, shareholder agreements. Specifically when the corporation is the right entity — not when it isn't.
LLC versus corporation in California
Most California small businesses do better as LLCs. The flexibility of LLC governance, the pass-through taxation by default, and the simpler compliance regime fit most owner-operated businesses. We'll often steer prospective clients toward an LLC when they came in asking about a corporation.
Corporations are the right structure in specific situations:
Outside investment from sophisticated investors
Venture capital, angel investment, and most institutional capital expect a Delaware C-corp or California C-corp. LLCs make outside investment structurally awkward — the equity instruments, profit allocations, and tax pass-through don't fit how investors invest.
Multiple classes of equity
Common stock, preferred stock, vesting schedules, founder vs. employee equity. Corporations handle multiple equity classes natively. LLCs can do it but it gets complicated quickly.
Public-company aspirations
If the business is on a path to acquisition by a public company or its own IPO, the corporate form is the destination structure regardless. Starting as a corporation avoids a costly conversion later.
S-corp tax election
S-corp tax treatment is available to LLCs and corporations alike, but the corporate form is sometimes the cleaner vehicle for S-corp election when the business has a single class of equity and stable ownership.
What's included in California corporation formation
Articles of Incorporation. Filed with the California Secretary of State. Specifies authorized shares, registered agent, and corporate purpose.
Bylaws. California-specific corporate bylaws covering board composition, officer roles, shareholder meetings, indemnification.
Organizational resolutions. Initial board resolutions adopting bylaws, electing officers, authorizing share issuance, opening bank accounts, electing tax classification (C-corp default or S-corp election filed with IRS Form 2553).
Statement of Information. Initial SI-200 filed with the California Secretary of State within 90 days of formation.
EIN procurement. Federal Employer Identification Number from the IRS.
Shareholder agreement (when applicable). If the corporation has multiple shareholders, a shareholder agreement covers transfer restrictions, drag-along/tag-along rights, voting agreements, and exit mechanics — the corporate equivalent of an LLC's buy-sell.
How corporation pricing works
California corporation formation is scoped per matter rather than running on the F1/F2/F3 tier model. Corporation work involves more decisions — entity classification, equity structure, share-issuance mechanics, founder-equity vesting, S-corp election timing — that affect the scope. The discovery call is the right place to get a fitted quote.
Typical pricing range: $1,995 for a simple single-shareholder C-corp formation, up to $4,995+ for multi-founder corporations with vesting schedules, shareholder agreements, and S-corp election.
Other work in formation.
The questions buyers actually ask.
Tell us what you're working on.
Transactional matters start with a short discovery call. We figure out whether the work is one we can take and what it costs — before any retainer.