Corporations Business type

Overview

A corporation is an entity that is owned by its shareholders (owners). Corporations can be taxed 2 different ways.

• C corporation
  • Generally taxed on their income and the owners are taxed on these earnings when distributed as payments or when the shareholder sells stock
• S corporation
  • Generally taxed on their income and shareholders are taxed on their share of the S corporation’s taxable income whether payments are distributed or not

Open a corporation

Visit Guide for Corporations Starting Business in California (FTB Publication 1060) for more information.

Domestic corporations

• You can create a domestic corporation by filing Articles of Incorporation with the California Secretary of State (SOS)
• If the articles meet state requirements:
  • SOS endorses the articles
  • The filing date is stamped or endorsed on the articles
• The corporation's existence begins when the SOS endorses the Articles of Incorporation and continues until the owner(s) dissolve the corporation

Foreign corporations

• You can create a foreign corporation if it's outside California
• A foreign corporation qualifies to do business in California by filing:
  • A Statement and Designation by Foreign Corporation
  • An original certificate of good standing from the state or country in which it was incorporated, with the SOS
• Once a foreign corporation qualifies to do business in the state with the SOS, it becomes subject to the franchise tax
• A foreign corporation that does not qualify with the SOS, but does business in California, is subject to the franchise tax

When to file and pay

Visit our due dates for businesses page for a full list of due dates and estimate payments for corporations.

Minimum franchise tax

Exceptions to the first year minimum tax

Newly incorporated or qualified corporations are not required to pay the minimum franchise tax in their first taxable year.

Corporations are also not subject to the minimum tax if both of the following are true:

• They did not conduct any business in California during the tax year
• Their tax year was 15 days or fewer

Extensions

Corporations filing after the original due date are granted an automatic 6-month extension.

Returns filed after the extended due date will be treated as delinquent, with penalties computed from the original due date.

Use Payment for Automatic Extension for Corporations and Exempt Organizations (FTB 3539) to make estimated payments.

Keep your corporation active

To keep your corporation active you must:

1. File the Statement of Information with the SOS
2. File and pay your state income taxes

Suspended corporations

We do not grant automatic extensions to file for suspended corporations.

Visit My business is suspended for more information.

SOS penalty

SOS imposes a $250 penalty if you do not file your Statement of Information. We collect the penalty on behalf of the SOS.

Dissolve or surrender your corporation

Registered with SOS

If you close your business, you must file the required paperwork with the Secretary of State and us.

With us you must:

• File your final current year tax return. Check the applicable Final Return box on the first page of the return
• Stop doing business in California after the final taxable year

Visit Guide to Dissolve, Surrender, or Cancel a California Business Entity (FTB Publication 1038) for more information.

Not registered with SOS

• File your final current year tax return. Check the applicable Final Return box on the first page of the return
• Stop doing business in California after the final taxable year

Apportionment and allocation

You may have California source income if you sell goods to California customers or perform a service to customers who received the benefit of that service in California or own an intangible used in California. Visit Apportionment and allocation for more information.