Fill and Sign the Professional Corporation Package Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF CALIFORNIA PROFESSIONAL CORPORATION PACKAGE Control Number: CA-00INC2 The contents of this package are as follows: 1. 2. 3. 4. 5. 6. 7. 8. Statutory Reference Introduction, Law Summary & California Notes Forms List Notes on Downloading the Forms Notes on Completing the Forms Instructions and Steps Accessories Disclaimer PROFESSIONAL CORPORATION PACKAGE STATE OF CALIFORNIA Electronic Version STATUTORY REFERENCE CALIFORNIA CODE – CALIFORNIA CORPORATIONS CODE, §§13400-13410 (Moscone-Knox Professional Corporation Act) CALIFORNIA CODE – CALIFORNIA BUSINESS AND PROFESSIONS CODE DIVISION 2 & 3 INTRODUCTORY NOTES AND LAW SUMMARY What follows are selections from selected statutes of the California Corporations Code. We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that these selections do not include all statutes relevant to professional corporations, and of those that are listed some parts are omitted. Refer to the complete published statutes and seek the advice of a local attorney when making decisions regarding the corporation. CALIFORNIA CORPORATIONS CODE, §§13400-13410 (Moscone-Knox Professional Corporation Act) "Professional services" are any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act. A "professional corporation" is a corporation organized under the General Corporation Law or the Moscone-Knox Professional Corporation Act and that is engaged in rendering professional services in a single profession (except as otherwise authorized in §13401.5) pursuant to a certificate of registration issued by the governmental agency regulating the profession and that in its practice or business designates itself as a professional or other corporation as may be required by statute. If rendering services as a board-licensed professional, check with the State Board for your profession to determine whether you are required to obtain a “certificate of registration” in order to render those professional services through the corporation. A "licensed person" is any natural person who is duly licensed under the provisions of the Business and Professions Code to render the same professional services as are or will be rendered by the professional corporation of which he or she is or intends to become, an officer, director, shareholder, or employee. A "disqualified person" means a licensed person who for any reason becomes legally disqualified (temporarily or permanently) to render the professional services that the particular professional corporation of which he or she is an officer, director, shareholder, or employee is or was rendering. Only persons licensed in California to practice the profession for which the professional corporation is created may be a shareholder, officer, or director of the professional (but see next paragraph). A professional corporation which has only one shareholder need have only one director who shall be such shareholder and who shall also serve as the president and treasurer of the corporation. The other officers of the corporation in such situation need not be licensed persons. A professional corporation which has only two shareholders need have only two directors who shall be such shareholders. The two shareholders between them shall fill the offices of president, vice president, secretary and treasurer. The provisions of the General Corporation Law apply to professional corporations, except where such provisions are in conflict with or inconsistent with the provisions of the Moscone-Knox Professional Corporation Act. The articles of incorporation of a professional corporation must contain a specific statement that the corporation is a professional corporation within the Moscone-Knox Professional Corporation Act. No professional corporation can render professional services in this California without a currently effective certificate of registration issued by the governmental agency regulating the profession in which such corporation is or proposes to be engaged. (Call your governing Board to determine if this rule applies to your profession.) A professional corporation may lawfully render professional services in this state, but only through employees who are licensed persons. The corporation may employ persons not so licensed, but such persons may not render any professional services rendered or to be rendered by the corporation. A professional corporation may render professional services outside of California, but only through employees who are licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices. Shares of capital stock in a professional corporation may be issued only to a licensed person or to a person who is licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices, and any shares issued in violation of this restriction are void. No shareholder of a professional corporation qualified to render professional services in California may enter into a voting trust, proxy, or any other arrangement vesting another person (other than another person who is a shareholder of the same corporation) with the authority to exercise the voting power of any or all of his or her shares, and any such purported voting trust, proxy or other arrangement is void. Shares in a professional qualified to render professional services in California may be transferred only to a licensed person, to a shareholder of the same corporation, to a person licensed to practice the same profession in the jurisdiction or jurisdictions in which the person practices, or to such professional corporation, and any transfer in violation of this restriction is void. A professional corporation may purchase its own shares without regard to any restrictions provided by law upon the repurchase of shares, if at least one share remains issued and outstanding. A professional corporation qualified to render professional services in California must acquire all of the shares of a shareholder who is disqualified from rendering professional services in California or of a deceased shareholder who was, on his or her date of death, licensed to render professional services in this state. If a disqualified shareholder or the representative of a deceased shareholder fails to transfer his shares to the corporation, to another shareholder of the corporation, to a person licensed to practice the same profession in the jurisdiction or jurisdictions in which the person practices, or to a licensed person, within 90 days following the date of disqualification, or within six months following the date of death of such shareholder, then the certificate of registration of such corporation may be suspended or revoked by the governmental agency regulating the profession in which such corporation is engaged. In the event of such suspension or revocation such corporation shall cease forthwith to render professional services in California. No professional corporation may be formed so as to cause any violation of law, or any applicable rules and regulations, relating to fee splitting, kickbacks, or other similar practices by physicians and surgeons or psychologists, including, but not limited to, §650 or §2960(e) of the Business and Professions Code. A violation of any such provisions shall be grounds for the suspension or revocation of the certificate of registration of the professional corporation. A professional corporation may adopt any name permitted by a law expressly applicable to the profession in which such corporation is engaged or by a rule or regulation of the governmental agency regulating such profession. The §201(b) requirements do not apply to the name of a professional corporation if the name contains or is restricted to the name or the last name of one or more of the present, prospective, or former shareholders or of persons who were associated with a predecessor person, partnership or other organization or whose name or names appeared in the name of such predecessor organization, and the Secretary of State shall have no authority by reason of §201(b) to refuse to file articles of incorporation which set forth such a name. The name of a professional corporation cannot be substantially the same as the name of a domestic corporation, the name of a foreign corporation qualified to render professional services in this state which is authorized to transact business in this state, or a name which is under reservation for another corporation. There may be other naming requirements for your profession, and if so these may be found in Divisions 2 or 3 of the California Business and Professions Code. Contact the governing Board and/or the professional association for your profession in California for confirmation regarding naming rules. A professional qualified to render professional services in California is subject to the applicable rules and regulations adopted by, and all the disciplinary provisions of the Business and Professions Code expressly governing the practice of the profession in this state, and to the powers of, the governmental agency regulating the profession in which such corporation is engaged. Nothing in the Moscone-Knox Professional Corporation Act affects or impairs the disciplinary powers of any governmental agency over licensed persons or any law, rule or regulation pertaining to the standards for professional conduct of licensed persons or to the professional relationship between any licensed person furnishing professional services and the person receiving such services. A professional corporation cannot do or fail to do any act which would constitute unprofessional conduct under any statute, rule or regulation now or hereafter in effect. In the conduct of its practice, a professional corporation must observe and be bound by all statutes, rules and regulations to the same extent as a person holding a license to practice the profession. The profession’s governing state Board for the profession has the same powers of suspension, revocation and discipline against a professional corporation as are now or hereafter authorized, or by any other similar statute against individual licensees. The governing Board for the profession may formulate and enforce rules and regulations to carry out the purposes and objectives of the provisions set forth in the Business and Professions Code and the Moscone-Knox Professional Corporation Act. The following guidelines, instructions, and forms are in compliance with the statutory provisions of the Corporations Code and the Business and Professions code. HOWEVER, YOU SHOULD CONTACT THE STATE GOVERNING BOARD FOR YOUR PROFESSION TO ASSURE COMPLIANCE WITH ANY ADDITIONAL RULES AND REGULATIONS WHICH MIGHT BE APPLICABLE. *** CALIFORNIA NOTES ► Businesses incorporating in California are subject to California corporation franchise tax requirements as provided by the Revenue and Taxation Code until such time as they formally dissolve. Questions regarding franchise tax requirements must be directed to the Franchise Tax Board at 1-800-852-5711. ► When forming a new corporation you may need to contact one or more of the following agencies for additional information: * * * * * * * * * The Franchise Tax Board -for information regarding franchise tax requirements. The Board of Equalization - for information regarding sales tax and/or use tax liability. The Commissioner of Corporations - for information regarding issuance and sale of securities in California, Franchise Investment Law, Personal Property Brokers Law and/or Escrow Law requirements. The Department of Insurance - for information regarding insurer requirements The Commissioner of Financial Institutions - for information regarding the organization of banks and corporate name style requirements. The Department of Consumer Affairs - for information regarding licensing requirements. The Employment Development Department - for information regarding disability unemployment insurance tax. The Director of Industrial Relations, Division of Worker's Compensation - for information regarding workman's compensation requirements. The city and/or county clerk and/or recorder where the principal place of business is located - for information regarding business licenses, fictitious business names (if doing business under a name other than the corporate name), and for specific requirements regarding zoning, building permits, etc. based on the business activities of the corporation. *** Forms List The following forms are available for download with this package.  CA-NAMERESV: Application for Reservation of Entity Name  CA-00INCP: Articles of Incorporation and Statement of Information  CA-PC-TL: Sample Transmittal Letter  CA-PC-OM: Sample Organizational Minutes  CA-PC-BL: Sample Bylaws  US-IRS-SS-4: Application for Federal Tax Identification Number & Instructions  US-IRS-2553: Election of “S” Corporation Status & Instructions  CA-PC-AM: Sample Annual Minutes  CA-PC-CR: Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. *** Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. *** Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. *** Steps to Incorporate Step 1: See FORM: CA-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. Follow the instructions on the form. Step 2: See FORM: CA-00INCP ARTICLES OF INCORPORATION & STATEMENT OF INFORMATION File these forms simultaneously. Follow the instructions on the forms. A sample cover letter to send with these forms is included in this packet. See FORM: CA-PC-TL SAMPLE TRANSMITTAL LETTER Step 3: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM 4: CA-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM 5: CA-PC-BL SAMPLE BY-LAWS Step 4: Apply for a Federal Tax Identification Number. Use form US-IRS-SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 5: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 6: Open a Corporate bank account and conduct business. Step 7: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: CA-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: CA-PC-CR SAMPLE CORPORATE NOTICES OF MEETINGS, RESOLUTIONS, SIMPLE STOCK LEDGER & CERTIFICATE Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm *** Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm. To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. *** ~ Thank you for using USLF ~