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March 2, 2023

How to Establish an S Corp in California

As a self-employed person or small business owner, you may be considering the benefits of forming an S Corporation or have already decided. Establishing an S Corporation in California is an excellent way for self-employed individuals to get their businesses up and running while also taking advantage of the various tax benefits, such as the California S Corp tax rate, that come along with it.

However, a variety of things should be considered before establishing an S Corporation for your business, from the filing S Corp cost in California and requirements to the completion time frame. By taking a deeper dive into the steps involved in forming an S Corporation and understanding how the process works, you can ensure that your business has a strong foundation for long-term success.

The Basics of an S Corp

An S Corp, or a Subchapter S Corporation, is a corporation that elects to pass Corporate income, losses, deductions, and credits through shareholders for federal tax purposes. Shareholders report a flow-through of income and losses on personal tax returns at their individual tax rates, allowing S Corps to avoid double taxation on corporate income. The S Corp is an ideal option for entrepreneurs and business owners looking for an advanced business organizational structure. 

California is one state that has an exception with S Corp taxation. All S Corps in California must pay 1.5% state franchise tax on their net income that is paid by the business itself, not the LLC members or shareholders.

When considering whether or not starting an S Corp is right for you, there are several factors to consider. As mentioned, California has an exception with the state franchise tax. Additionally, S Corps require a lot of formality, so they may not be a good choice for small businesses. S Corps must have bylaws, meetings with stringent minutes, K-1s for owners, and an extra tax return – the 1120-S. 

In addition to meeting the conditions outlined by local laws, several requirements must be met to qualify as an S Corp. These include:

  • Having no more than 100 shareholders;
  • Having only one class of stock;
  • Being unable to be owned by certain types of organizations, such as partnerships or LLCs;
  • Having U.S.-based shareholders who are all individuals;
  • Have U.S.- based residents as shareholders; and
  • Other various restrictions

Overall, An S Corp provides plenty of advantages for small businesses and entrepreneurs wanting maximum asset protection. Still, it does come with some potential challenges in terms of ongoing paperwork, specific legal requirements, and limitations imposed on ownership changes. With careful consideration, however, starting up an s-corp can provide various benefits

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Understanding S Corps in California

Establishing an S Corp is a popular choice for business owners in California because it offers various tax, financial and legal benefits. However, several factors need to be considered when considering whether to set up an S Corp or have your LLC taxed as an S Corp in California.

Setting up an S Corp in California can give your business more options for tax savings. The tax liabilities incurred from filing as a C Corporation or LLC taxed as an S Corp differ significantly from those established if you filed as an S Corp. Depending on your particular business situation, this could mean significant savings when it comes to annual tax filings.

In addition to the potential tax advantages of forming an S Corp in California, there are advantages related to liability protection and asset protection under state law. The corporate veil protects owners of a corporation from personal liability and keeps their assets separate from those of the company itself. If a lawsuit was brought against your business, this protection provides security that would only be available through LLCs or sole proprietorships with formal incorporation documents being signed.

Advantages and Disadvantages of Filing as an S Corp in California

When deciding whether or not to file as an S Corp in California, it is essential to understand the advantages and disadvantages of doing so.

Advantages of Filing as an S Corp in California

One of the primary advantages of filing as an S Corp in California is that it provides pass-through taxation. This means that the business will not be subject to double taxation, and the corporation's profits or losses can be charged directly to the shareholders, reducing their personal tax liability. Furthermore, individual shareholders are not personally liable for the company's debts or obligations. 

In addition, setting up and maintaining an S Corp is less expensive than other forms of business because it requires less paperwork due to its status as a separate legal entity. Additionally, many states and federal laws grant certain exemptions and benefits to S Corps, such as lower insurance premiums or protection from external lawsuits.

Disadvantages of Filing as an S Corp in California

Though there are several advantages to filing as an S Corp in California, there are also certain drawbacks. Firstly, there are limits on who can own shares of an S Corp and restrictions on how many shareholders it may have at most. Secondly, filing fees or S Corp costs in California often tend to be higher than other forms of corporations since the state and IRS require additional documentation regarding shareholders' interests. 

Operating an S Corp can entail much more complex rules and regulations than other types of companies do since special care must be taken when dealing with things like distributing corporate profit amongst shareholders or cutting dividend payments so as to avoid running afoul of local laws. While pass-through taxation can be beneficial in some cases, it can also lead to an increased tax liability for higher-income shareholders. 

Getting Started with an S-Corp

One of the pre-requisites to electing your business as an S-Corp is that your business must be a registered entity with a state prior, meaning you need to have a structure in place for your business such as an LLC. If you think you might want to elect to file as an S-Corp in the future, getting an LLC (or other entity) set up now will allow you to expedite the S-Corp process in the future.

Steps For Filing as an S Corp in California

Starting an S Corp in California is a fairly straightforward process but requires you to complete several steps to be successful. 

Check Name Availability

Before forming your S Corp, you must make sure the name is available by searching the Secretary of State's database. The name should not be the same as any other registered entity and must include one of the following designations: Incorporated, Corporation, Company, or Limited. 

Choose Business Name

Once you have identified an available name, it should be reserved for a certain period. This step is important as it ensures that no one else may apply for your chosen business name during this period. 

Obtain an EIN

An Employer Identification Number (EIN) is required to file taxes as a business entity and open bank accounts. It is obtained from the IRS and can be done online or by mail. 

File Articles of Incorporation

Fill out and submit articles of incorporation with the state filing office and any required fees. This document outlines information such as company name, addresses, agent details, and the corporation's purpose, among other things.

Establishing a Registered Agent

A registered agent is someone who has agreed to receive legal and tax documents on behalf of your business. It can be one of the owners or any other person who resides in the state. Once you have chosen someone to serve as your registered agent, you will need to provide them with their name, address, and contact information so that they can receive any necessary documents.

Corporate Bylaws

After selecting a registered agent, you must create corporate bylaws that are specific to your business. These bylaws should include provisions such as meetings, how officers will be appointed or elected, rules around voting on shareholders' resolutions, conflict resolution procedures for the organization, etc. 

S Corp Director Election

Once you have created corporate bylaws for your S Corp entity, you must choose a board of directors to oversee the company's operations and activities. When choosing directors for your board, it is important to ensure they meet any qualifications set out in the corporate bylaws and also ensure that all personal liabilities associated with their positions are understood before appointing them into this role.

Meeting Requirements

An annual meeting for shareholders and directors must occur at least once each year according to California law, which requires S Corporations like yours to hold these regular meetings to keep accurate records of decisions made during business operations and activity throughout each fiscal year. This can be done electronically or through physical gatherings, depending on what works best for everyone involved.

Issue Stock

When filing as an S Corp in California, companies must issue shares of stock amongst their shareholders to legally own interests within the corporation. The number of shares issued should reflect each shareholder's percentage ownership, so ensure not to issue too much stock as this could prove costly down the line if not managed carefully.

Statement of Information

Once your Articles of Incorporation have been filed with the Secretary of State's office, you must file a Statement of Information. This form provides information such as your company's name, address, and contact information. You must also list any directors or officers associated with your company on this document. 

Form 2553

The next step in registering as an S Corp in California is to complete Form

2553. This form states that your company wishes to be treated as an S Corporation for tax purposes and allows you to take advantage of certain tax benefits that come along with this status, including pass-through taxation, which can help save money when filing taxes each year.

Form 100S

The last form required to register as an S Corp in California is Form 100S. This form provides detailed information about your business, including its assets, liabilities, income, operating expenses, and other important financial data related to your business operations. It's important to ensure that all information provided in this document is accurate so you don't run into any issues when filing taxes or requesting additional financing for your business later. 


What Is an S Corp in California?

An S Corp in California is a filing designation with the IRS paired with an underlining entity. This combines the beneficial attributes of a corporation and a limited liability company with preferential tax treatment. 

How Do I Form an S Corp in California?

To form an S Corp in California, you must file Form 2553 (Election by a Small Business Corporation) with the IRS and then complete additional requirements with the state of California, including filing articles of incorporation, obtaining licenses and permits, and appointing directors.

What Are the Benefits of Establishing an S Corps in California?

The main benefits include limited personal liability for owners, pass-through taxation, and greater access to capital, as well as potential investment opportunities. Additionally, S Corps can also provide more flexibility than traditional corporations when it comes to distributing profits among shareholders. 

Who Can Own an S Corp in California? 

Ownership of an S Corp requires at least one shareholder who may be either a U.S. citizen or a permanent resident alien. Also, there cannot be more than 100 shareholders overall. Shareholders must be 18 years or older to qualify.

Are There Any Restrictions on How I Can Structure My Business if I Form an S Corp in California? 

Yes – some limitations apply to how you structure your business if you choose to incorporate as an S Corp. These may include requirements related to voting rights among shareholders, meeting schedules for board members, qualifications for directorships, duration of officer positions within the company, distribution of profits among shareholders, etc. 

What Type of Ongoing Reporting Is Required When Managing an S Corps in California? 

Ongoing reporting requirements vary from state to state but generally include submitting annual franchise tax reports to the Secretary of State's office along with other corporate documents such as minutes from board meetings and financial records like income statements and balance sheets. Additionally, you may need to submit reports on changes involving ownership or stock transfers where applicable.

Get Started Forming Your S Corp Today

Whether you're an established business or starting out, forming an S Corp in California can provide many tax and financial benefits. It's important to understand all the requirements for registering as an S Corp to take advantage of these benefits and ensure that you're in compliance with state regulations. While it may seem overwhelming initially, it will be well worth the effort once you're set up and running.