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Navigating State-Level Filings with the California Secretary of State

When it comes to running a business in the Golden State, California entrepreneurs need to familiarize themselves with many state-level filings required by the California Secretary of State. These filings are essential for ensuring compliance with state regulations and maintaining the legal standing of your business. Let’s explore some of the different types of state-level filings and shed light on their impact for businesses in California.

  1. Business Entity Formation:

The first step in establishing a business in California is selecting the appropriate legal structure. Whether you choose a corporation, limited liability company (LLC), or a partnership, you will need to file the necessary paperwork with the California Secretary of State. Each business structure has distinct advantages and legal implications, making it a crucial choice.

  1. Articles of Incorporation or Organization:

Filing the Articles of Incorporation or Organization is the first step. These documents register your business with the state and outline details such as the company’s name, purpose, registered agent, officers or members, and stock or membership units. Accurate and complete filings are crucial to avoid potential delays or complications in the future.

  1. Statement of Information:

To maintain an active and compliant business status, California requires periodic filing of a Statement of Information. This filing must be submitted within specified timeframes after the initial formation and then regularly afterward. The Statement of Information discloses current information about your business, including its address, officers, and registered agent. Staying on top of these updates is vital for smooth operations and to prevent penalties or administrative dissolution.

Understanding and fulfilling state-level filings with the California Secretary of State is a fundamental responsibility for any business owner in the state. From formation to compliance and protecting your brand, these filings play a critical role in the well-being of your enterprise. By staying informed and submitting the required documents you can ensure that your business remains in good standing. Which will allow you to focus on achieving your goals without unnecessary complications or legal issues.

We have decades of business expertise and thousands of filings handled by our company. Sierra Express can help ensure that your documents are handled quickly and professionally. We strive for excellence at every level, and customer satisfaction is our goal! Take a look at our services here.

Certificate of Apostille Services

If you need to have a document recognized in a foreign country, you may need to obtain an Apostille. An Apostille is a certificate that authenticates the origin of a public document, such as a birth certificate, marriage certificate, and/or diploma. Sierra Express Filings Inc. offers Apostille services for customers who need to have their documents certified by the California Secretary of State.

Sierra Express Filings Inc. is a professional filing agency that has been providing reliable document processing services for almost 15 years. Our experienced team can assist you with obtaining an Apostille for documents with a certifiable signature in California. We offer fast, efficient, and affordable services to ensure that your documents are certified as quickly as possible.

The Apostille process can be complicated, and the team here at Sierra Express can help you navigate it with ease. We can handle all the paperwork and ensure that your documents meet the requirements of the California Secretary of State.

Sierra Express Filings Inc. offers Apostille services for a variety of documents. We encourage you to call us at (916) 476-6530 in order to discuss your documents with you. However, it is important to note that Sierra Express does not offer notary services. If you require notary services for your documents, you will need to obtain them separately from a licensed notary public.

If you need an Apostille for a document, Sierra Express is here to help! We offer competitive pricing and reliable services to ensure that your documents are certified quickly and accurately. Contact us today to learn more about their Apostille services and how we can help you!

Please note; we will need the original documents in order to submit them to the Secretary of State for certification, a copy will not be acceptable. If you have more questions, we may have already answered them in our FAQ post, here!

Apostille FAQ Part 1

What is an Apostille?

An apostille is a form of authentication issued for documents for use in countries that participate in the Hague Convention of 1961. If you intend to use either; documents notarized by a Californian Public Notary, or a document that has been signed by a public official, outside of the United States of America you can obtain a Certificate of Apostille from the California Secretary of State (SOS) to ensure the validity of the signature of the public official, or the stamp of the notary public seal. An apostille does NOT validate the contents of the documents.

Do I need a Certificate of Apostille?

There are several uses for an apostille certified document. Including, but not limited to; validating a marriage license, validating a birth or death certificate, validating business documents, etc.

If you do not have any use for certified or notarized documents outside of the United States and its territories, there is no need to obtain an apostille.

How do I obtain a Certificate of Apostille?

To obtain a Certificate of Apostille, the documents must be submitted to the California SOS office, wherein they will validate the certifications and/or signature on the document. Once they have been validated, they will affix a certify the document and stamp it, allowing it to be used for legal purposes outside of the United States of America.

Can I use Sierra Express to help me get an apostille?

Yes! We make daily runs to the SOS office here in Sacramento in order to drop off and pick up documents. If you are interested in having us assist you, there are a few things to keep in mind;

  • We must have the original notarized documents
  • Our fees and the state fees will need to be paid up front
  • If the document is time sensitive, we recommend including a pre-paid return envelope (USPS Priority, FedEx Overnight, or UPS Express)

The SOS will not issue a certificate of apostille on photocopies of the verifiable signature, thus we will need the original certified/notarized documents to submit them to the SOS office. The fees associated are variable, but will consist of our fees and the state fees. Please contact us or give us a call at 1 (916) 476-6530 in order to obtain an estimate of the cost prior to mailing us your documents.

Why Order a Corporate Kit

You may have noticed the option on our order form and wondered what a Corporate Kit is good for, or even what it is. To answer that question, we have prepared the following to ease you into Corporate Records Keeping utilizing the Corporate Kit (pictured below) provided when you order one with us.

We order the Corporate Kits upon receipt of the completed Articles from the State. The Corporate Kits are custom made by our supplier (FastKit Corp) in Florida and shipped directly to you. They include:

  1. The Personalized Binder (with the company name foil-stamped on the spine),
  2. The Company Embossing Seal (includes the company name, state, and year of formation) with a storage pouch,
  3. 20 Stock Certificates (printed on security paper – includes the company name and location’s state) or Membership Certificates,
  4. An 8 page Stock Transfer Ledger (not included in LLCs – as there are Members vs. Stockholders)
  5. 50 blank pages and Forms CD,
  6. F.I.N. Application forms, and tax election forms (Corporate IRS forms),
  7. And Mylar Coated Index Tabs to keep everything separated.

Please use this quick reference guide to answer some of your questions regarding the specialized items you’re thinking of ordering for your new company!

1. The Company Binder

This can be referred to, in other words, as a Company Records Book. This is made with the tabs for you to contain all the documents required by law to keep on record for a company. Therefore, you may want to keep the following in your records binder:

  • The Articles of Formation (Articles or Incorporation or Articles of Organization) as well as any Amendments, Certificates, or Statements of Information;
  • The Stock Transfer Ledger or List of the Names and Addresses of all Members and Managers
  • The Corporate Bylaws or LLC’s Operating Agreement;
  • The Extra (if any) Stock pages or Membership Certificates

And perhaps these, as well:

  • Copies Federal, State, and local tax records.
  • Any Business license, DBA, Franchise Tax Board/Internal Revenue Service
  • Meeting’s Minutes and Manager Records

2. The Company Embossing Seal

A company seal is used to stamp (or emboss) documents to demonstrate their authenticity as official company documents. Many companies use theirs to stamp items such as:

  • Company Contracts
  • Minutes from Meetings of the Directors/Shareholders, Members/Managers, or Partners
  • Stock or Membership Certificates
  • Company Resolutions
  • Company Bylaws or Operating Agreement

3. & 4. Stock/Membership Certificates & Stock Ledger

You will need to formally issue signed Stock Certificates to each shareholder – and record the issuance in the Stock Ledger – for corporations. You can formally issue the Membership Certificates to each member as well – but they must be listed on the Statement of Information in order to actually be on record as Members. The President and Secretary should both sign and date the certificates and emboss it with the company seal. Remember to review the regulations, permit requirements, and exemptions from the laws regarding the sale/offering of stock on the State and Federal level before going through them. This convenient custom binder creates a nice place to keep them once you’re done. With the tabs and the Ledger, you shouldn’t ever have a hard time keeping track of your stockholders – however many you may have.

5. Blank Pages & Form Templates

You may decide to create your own company forms (minutes, bylaws/operating agreement, contracts, etc.). However, included in the Corporate Kit (when ordered from us) is a boiler plate form for the Printed Minutes of the company. These come on a Compact Disc for you to print on the provided cream paper. This is yet another way that the kit keeps everything neat and tidy for any searching/review later on.

6. F.I.N. Application & Other IRS Forms

You will need to apply for a FATCA Identification Number if your company will hold any assets outside of the United States. The Foreign Account Tax Compliant Act (FATCA) generally requires that foreign financial institutions and certain other non-financial foreign entities report on the foreign assets held by their U.S. Account holders or be subject to withholdings. Because not all companies will require this, do your research to find out if it will be necessary for your company. But, if it is, you will at least have the base form to submit.

The Internal Revenue Service’s S-Corp Election Form can be submitted to request the Corporation or LLC is taxed as an S-Corporation, which could reduce the amount of income on which you need to pay self-employment tax. This can only be done once you’ve registered the company for an Employer Identification Number (EIN). Electing to be taxed as a C-Corp can substantially reduce your tax bill with only a slight increase of administrative overhead. Remember that you will need to research your own company’s needs – once you submit this for processing, you cannot undo the Tax Election for your entity.

This should give you the basic ideas for organizing your corporate documents into the beautifully crafted Corporate Kit you’ve purchased. We wish you the best of luck with your new company and remember, Sierra Express Filings can submit your Statement of Information when it comes due – just send us the form!

Rejection Prevention

Sierra Express is here to propel you forward into your new business venture. As the company’s Organizer the power and responsibility rejection prevention lies with you. Since approval of business filings are subject to the State Examiner’s discretion, we want to empower you with our knowledge to project against rejection. The following are some steps you can take to decrease the likelihood of a rejected filing.

1. Check the Revision Date of the Form

The Secretary of State periodically issues new versions of their forms for business entity filings. This includes Formation forms, Statements of Information and Records Request forms. In order to avoid a rejected submission, even if all content is completed correctly, be sure that your filing request is on the most current form.
If you’re unsure, check the form you’re using against the current form available at the Secretary of State’s website.

2. Service of Process Section of the Form

When you submit formation documents for a new corporation or LLC to the Secretary of State, be sure to fill out the Service of Process section correctly. If you’re using an individual as your Registered Agent you’ll need to include that individual’s address – even if it’s the same as an address previously listed.
However, you’re using a company to act as your agent, you must not list said company’s address. If you do, the State will consider this a cause for rejection. Regardless of if the address matches the one the State has on file. You must use the company’s full name without abbreviations and the correct punctuation.
We recommend that you read all instructions carefully before completing and submitting a filing, as with any State document.

3. Company Address Section of the Form

Most State forms require you to provide both a street and mailing address for your business entity. In many cases they can be the same, but incorrectly listing an address is grounds for State rejection. To avoid this be sure to include the City and Zip Code for both the addresses and any secondary information (e.g. suite #, apt #). The State Examiner will reject any filing that lists a P.O. Box in the Street Address section.

4. Pick Your Entity Name

Selecting a name for your new entity is a critical part of the formation process. Once you’ve settled on one (or more) possible names that suit your business, you’ll need to see if they’re available before submitting your filing to the State. If the name is already being used by, or too similar to, an existing entity, the State will reject it. If you are the owner of the existing entity, you may provide a letter of consent to use the name, which will prevent a rejection due to name similarity.

You can check for availability with the Secretary of State’s Business Search. Although it is not 100% accurate, it can give a good idea of what is out there.
After checking the website, if you’re still unsure if your name is available, there are options. We have a direct line with the State’s name availability department, which provides real time answers for name availability. For an extra level of security we can request a name check, and in some cases reserve the name for your use.

Be sure to include the appropriate corporate ending to the name of your company on your documents. Any non-regulation conforming name is cause for a rejection.

  • Limited Liability Company must include “LLC”, “L.L.C.”, “Limited Liability Company”, “Limited Liability Co.”, “Ltd. Liability Company”, or “Ltd. Liability Co.” at the end of their company name.
  • Close Corporations must include “corporation,” “incorporated” or “limited” or an abbreviation of one of those terms.
  • Professional Corporations must meet the name-style requirements of the law governing the profession in which the corporation is engaged. For a list of appropriate name-styles, visit the State agency responsible for your profession.

5. Confirm the Number of Shares

Even if a form is otherwise filled out and signed correctly, rejection can happen because of an error in the “Shares” section.

  • Domestic stock corporations formed in California are required to divulge the maximum number of shares, and in some cases the number of shareholders, within their company.
  • General Stock and Professional Corporations must include the number of shares.
  • Close corporations must include both the number of shares and the number of shareholders (not to exceed 35).
  • A corporation may not list zero as the number of shares/shareholders.

Non-profit corporations and those headquartered outside of California may not be required to provide share/shareholder information on their initial filing. As always, be sure to follow the form instructions specific to your entity type and review the State’s official filing tips.

6. Certificate of Status – Requirement

Corporations and LLCs formed out of state must include a Certificate of Status, or equivalent, when they apply to register their company in California. The certificate must be issued from the company’s state of origin within the past six months and list the entity in “Active Status” and/or “Good Standing”. If you attempt to file a “Foreign” company without one, the lack of required documents will cause rejection. Secretary of State filings for registration of international companies formed outside the US are subject to additional regulations.

7. Don’t E-Sign the Form!

A large number of rejected filings are denied due to errors in the signature block. The State will reject a document that is missing signatures, use an electronically generated signature, or includes signatures of an unauthorized party. A photocopy or scan with your signature is okay, but signature stamps are not.
State approval is always subject to the examiner’s discretion, but we recommend that each document have a wet signature to prevent rejection. Be sure that you include a printed version of the individual’s name with their business title, if applicable.

Start Up Costs: Budgeting For A New Business

Here at Sierra Express, we understand that starting a business, no matter what size or industry, is a monumental undertaking. From conception to opening there are innumerable details and expenses – both time and money. Most businesses need capital to meet their administrative costs, professional fees, and marketing expenses before they have a chance to generate income. Those expenses vary depending on the company’s size, field, and location, but there are some established start up costs to include in every new business’s budget. Below you’ll find a breakdown of some of the overlooked government start up costs and how Sierra Express Filings can help facilitate a business formation.

Secretary of State Fees

Regardless which service company you choose, you’ll need to account for the Secretary of State fees in your start up costs.  The SOS fees vary in accordance with the legal structure of your business entity. There are special handling fees and copy fees involved in every filing.

Counter Fees: Non-refundable fee due for services rendered at the SOS.
    •    Standard: Non-refundable $15 fee for standard processing time (4-10 business days).
        –    SOIs: The counter fee for a SOI that is submitted with Standard Processing is waived by the SOS.
    •    Expedited: Non-refundable $350 fee for expedited processing time (1 business day/24 hours).
•    Records Request: Non-refundable $10 fee for copies of records (1-4 business days).
•    Apostille: Non-refundable $20 fee for document authentication (same-day).

Filing Fees: Fee associated with your specific document of formation. In most cases the filing fee can be found on the upper left portion of SOS forms.
•    Corporations: $100
•    Limited Liability Companies: $70
•    Non Profit Corporations: $30
•    Limited or General Partnerships: $70

Statements of Information: SOIs must be filed within 90 days of your company’s formation.
•    Corporations: $25 filing fee (Required Annually after 1st)
•    LLCs: $20 filing fee (Required Biennially after 1st)

Certified Copies: The SOS no longer includes a certified copy of Articles of Organization or Incorporation in their filing prices. There is also extra charges for having multiple pages.
•    Initial Filing: $5 for Certified Copy
•    Records Requests & SOIs: $6 Certified Copy Fee

Taxes

Tax laws change frequently, it usually pays to consult an accountant or tax attorney to ensure your business complies with current state and federal tax requirements. Be sure to consider how the tax regulations affect which type of legal entity you choose when selecting your business entity’s structure. Keep in mind that LLCs are subjected to an annual $800 tax in California, and Nonprofit Corporations must apply for tax exemptions from the IRS and/or FTB. Be sure to include any taxes and fees in your start up costs.

Sierra Express Filings Services

Sierra Express Filings has a wide array of service options to best suit your business needs and budget. We offer standard business filings for $65 and expedited business filings for $100 which always include personally filing your documents at the Secretary of State’s offices in Sacramento. We are also happy to provide a plethora of additional services – including Name Availability Research, Corporate Kits, Registered Agent Services, Substitute Serve to the SOS, and more!
Sierra Express Filings is proud to offer the expertise you might expect from larger legal or filing service firms, while still maintaining personal customer service. Please explore the rest of our website and contact us with any of your inquiries about your start up costs.

Our Resources

Business Entity Expedited Filing

Sierra Express Filings, Inc. services all four public counters at the California Secretary of State on a daily basis. If you need documents for your Partnership, LLC, or Corporation submitted to and processed by the State on an expedited basis, we can help. We provide same-day submission to the SOS for every expedited filing order our staff receives before 2:00pm PST. Once we pick up expedited filings the following business day (24 hours later). We scan the certified copy and email it to you, then mail out the originals via USPS that same afternoon.

Business Filings

Dreaming big for 2018? Starting a new business venture? Let us help you begin by filing your new entity with the CA Secretary of State through Sierra Express Filings, Inc.. We are a full service company, offering daily delivery of business filings to the SOS. Sierra Express has very low rates for Secretary of State Business Entity filings. Because of our reasonable prices, we easily save you costly time. Regardless of where you are, let Sierra Express file your documents in Sacramento!