Article by San Diego Lawyer Ethan Watts on Checklist In Starting Up (Incorporating) A Business In California

Checklist In Starting Up (Incorporating) A Business In California

Updated January 2019

I. REGULATORY

A. Check with the following city and state agencies for information regarding starting a business:

Review the City of San Diego's "Doing Business" resources, such as at https://www.sandiego.gov/economic-development/business/starting/tenkeysteps

Check with the following regarding licenses, permits and zoning:

City of San Diego
Economic Development Department
1200 Third Ave., 14th Floor
San Diego, CA 92101
Customer Service: 619-236-6700
Email: sdbusiness@sandiego.gov

City of San Diego
Development Services Department
1222 First Ave., MS 301
San Diego, CA 92101-4101
https://www.sandiego.gov/development-services

California Department of Consumer Affairs
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
https://www.dca.ca.gov/

San Diego Code Enforcement
1222 First Ave., Fifth Floor
MS 511
San Diego, CA 92101
Phone: 619-236-5500
https://www.sandiego.gov/ced

B. Check with the following for information regarding business names and identification numbers:

Business Tax Certificate Info: https://www.sandiego.gov/treasurer/taxesfees/btax/btaxhow

Fictitious Business Name info:
San Diego Assessor/Recorder/County Clerk
https://arcc.sdcounty.ca.gov/pages/fbn-info.aspx

Seller's Permits:
California Department of Tax and Fee Adminstration
https://www.cdtfa.ca.gov/taxes-and-fees/faqseller.htm

Federal Employer ID Numbers:
IRS
https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online

State ID Numbers:
California Employment Development Department (EDD)
888.745.3886
https://www.edd.ca.gov/

Business Name Reservations:
California Secretary of State
https://www.sos.ca.gov/business-programs/business-entities/name-availability/

II. ENTITY SELECTION

A. In considering the form of the business entity to achieve your objectives, consult with counsel, tax advisors and review sources such as the following:

Marsh’s California Corporation Law
by Harold Marsh Jr., R. Roy Finkle & Larry W. Sonsini
https://www.amazon.com/Marshs-California-Corporation-Law-Finkle/dp/0735504210

California Secretary of State
Business Entities
https://www.sos.ca.gov/business-programs/business-entities/

City of San Diego Business Website
https://www.sandiego.gov/doing-business

III. ENTITY FORMATION (for corporation or S corporation)

A. Select and reserve a business name (see sources above)

B. Determine the number of directors to be specified in the articles of incorporation (or bylaws), and number and class of stock to be authorized in the articles of incorporation.

C. Draft the articles of incorporation (see sources above for format)

D. File the articles of incorporation with the Secretary of State

E. Draft the bylaws (see sources above)

F. Hold a meeting of incorporators (or directors if named in the articles) to take actions such as the following: 1) adopt the bylaws, 2) adopt a corporate seal (if desired), 3) elect the first directors (if not named in the articles), 4) establish an official location, 5) adopt fiscal year for the corporation, 6) authorize opening of bank account, 7) elect the officers of the corporation as specified in the bylaws (at least president, secretary, and treasurer), 8) approve a form of share certificate, 9) authorize the issuance of shares

G. Notify the California Department of Business Oversight of a Limited Offering Exemption, if applicable.
http://www.dbo.ca.gov/LOEN/default.asp

H. If S corporation, elect S corporation status and file form 2553 with the IRS, and consider form 3560 with the State of California if needed (refer to the above contact information for more info).

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The above discussion is intended to be a general commentary on legal issues. Each situation is different and this article is not intended as legal advice. Further, nothing in this article is intended to create an attorney-client relationship.

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