Are Bylaws Required In California: A Guide To Compliance

Is it mandatory for a corporation in California to establish a board of directors? Yes, corporations operating in California are indeed obligated to maintain a board of directors, with some exceptions. Generally, a corporation must have at least three directors on its board. However, there are specific scenarios in which the number of directors can be fewer:

1. When a corporation has not yet issued any shares, it can have one or two directors.

2. If a corporation has only one shareholder, it is permissible to have one or two directors.

3. In cases where a corporation has exactly two shareholders, the board can consist of just two directors.

In essence, while a minimum of three directors is typically required for California corporations, these exceptions accommodate situations where the ownership and structure of the corporation are limited in certain ways.

In California, when it comes to selecting a name for a professional corporation, there are specific requirements and guidelines that must be adhered to in order to avoid misleading the public and to ensure that the chosen name does not conflict with existing corporate names. The California Secretary of State plays a crucial role in evaluating and approving corporate names to prevent any potential confusion among businesses and consumers. It’s important to note that the criteria for determining the acceptability of a corporation’s name are distinct from the criteria used in trademark likelihood of confusion analyses. These regulations help maintain clarity and transparency in the corporate landscape. As of January 8, 2023, these rules and regulations remain in effect.

• Filing Articles of Incorporation.
• Paying a state filing fee of $100.
• Assigning a statutory agent having a street address in the state of California.
• Paying an $800 minimum annual franchise tax.