California C-Corp Compliance Guide

Overview

California is home to more corporations than any other state. If your C-Corporation is incorporated in California, you have specific compliance obligations to the California Secretary of State and the Franchise Tax Board.

This guide covers everything you need to know to keep your California corporation in good standing.

Key Compliance Requirements

1. Statement of Information (SI-550)

California corporations must file a Statement of Information with the Secretary of State.

Initial Filing:

Due within 90 days of incorporation

Filing fee: $25

Subsequent Filings:

Due annually during the applicable filing period

Filing period is the calendar month of incorporation and immediately preceding 5 months

Example: If incorporated in July, filing period is February through July

Filing fee: $25

Information Required:

Corporate name and California corporate number

Principal executive office address (can be outside California)

Mailing address

Street address of principal California office (if any)

Names and addresses of CEO, Secretary, CFO, and all Directors

Agent for service of process information

Type of business

How to File:

Online at bizfileOnline.sos.ca.gov (recommended)

Mail Form SI-550 to Secretary of State

Penalties for Late Filing:

$250 penalty assessed by Franchise Tax Board

Corporation may be suspended for failure to file

2. Franchise Tax

California imposes an annual minimum franchise tax on all corporations.

Amount:

Minimum $800 per year

Additional tax may be due based on net income

Due Date:

Franchise tax is due by the 15th day of the 4th month after the close of the tax year

For calendar year corporations: April 15

First Year Rules:

The minimum franchise tax is not due for the first tax year

However, you still owe tax on any net income

Payment:

Online through FTB website

Estimated tax payments required if you expect to owe $500 or more

Penalties:

Late payment penalty: 5% of unpaid tax

Interest accrues on unpaid amounts

Corporation can be suspended for non-payment

3. Tax Returns

California corporations must file an annual tax return with the Franchise Tax Board.

Form: Form 100 (California Corporation Franchise or Income Tax Return)

Due Date:

15th day of the 4th month after tax year end

Calendar year corporations: April 15

6-month extension available (does not extend time to pay)

4. Registered Agent

Your corporation must maintain a registered agent (called "agent for service of process" in California) at all times.

Requirements:

Must be a California resident or corporation

Must have a physical California street address (no P.O. boxes)

Must be available during normal business hours

Changing Your Agent:

File Statement of Information with new agent information, OR

File Form SI-550A (Statement of Information - Change of Agent)

No fee for Form SI-550A

5. Corporate Records

California law requires corporations to maintain certain records:

Required Records:

Articles of Incorporation and all amendments

Bylaws and all amendments

Minutes of shareholders' meetings

Minutes of board of directors' meetings

Record of shareholders (stock ledger)

Accounting records and financial statements

Inspection Rights:

Shareholders have right to inspect certain records

Must maintain records at principal executive office or other designated location

Annual Compliance Calendar

Here's a typical compliance calendar for a California C-Corp (calendar year):

| Month | Obligation |

|-------|------------|

| January - June | Statement of Information filing period (if incorporated Jan-June) |

| March 15 | S-Corp tax returns due (if elected S status) |

| April 15 | C-Corp tax return due; Franchise tax due |

| July - December | Statement of Information filing period (if incorporated July-Dec) |

| December | Plan for next year's compliance |

Common Issues and Solutions

Suspension for Non-Compliance

If your corporation is suspended, it cannot:

Conduct business in California

File lawsuits

Defend lawsuits

Execute contracts

To Revive a Suspended Corporation:

1. File all past-due tax returns

2. Pay all taxes, penalties, and interest

3. File any past-due Statements of Information

4. File a Certificate of Revivor (if applicable)

Registered Agent Resignation

If your registered agent resigns and you don't appoint a new one:

Secretary of State may suspend your filing privileges

Legal documents may not be properly served

Immediately appoint a new agent and file updated Statement of Information

California-Specific Considerations

Doing Business Definition

California has a broad definition of "doing business" that may require foreign corporations (incorporated in other states) to qualify in California. You may be considered "doing business" if you:

Have sales in California exceeding $610,395 (2024 threshold)

Have real or tangible personal property in California exceeding $61,040

Have compensation paid in California exceeding $61,040

Have 25% or more of total property, payroll, or sales in California

Workers' Compensation

California requires corporations with employees to carry workers' compensation insurance. This is separate from corporate compliance but essential for operating legally.

Business Licenses

Depending on your business activity and location, you may need additional state, county, or city business licenses and permits.

Conclusion

Maintaining a California C-Corporation requires attention to several ongoing obligations. By staying on top of your Statement of Information filings, franchise tax payments, and tax returns, you can keep your corporation in good standing.

StartCorp tracks all of these deadlines for you and sends timely reminders so you never miss a filing. Sign up today to simplify your California corporate compliance.