California corporate records guide

Topic guides for California

Four jurisdiction-specific guides covering the records you must keep and the filings you must make under Cal. Corp. Code:

California's two-filing trap

California requires every domestic corporation to file two separate annual filings:

• Statement of Information (SI-550) filed with the California Secretary of State, confirms officers, directors, agent for service of process. $25, due in the anniversary month each year.
• $800 minimum franchise tax to the Franchise Tax Board, owed by every California corporation regardless of income, dormancy, or operations.

Conflating these two filings is the single most common reason California corporations end up suspended. The accountant typically handles the FTB tax filing; the corporate counsel typically handles the SI-550. If communication is unclear, the SI-550 can be missed even when the tax is timely paid, leading to suspension of corporate powers.

Broad inspection rights

California Corporations Code § 1601 grants inspection rights without requiring 'proper purpose', broader than Delaware. Any shareholder may inspect on five business days' written demand. This makes California less hospitable than Delaware for closely-held corporations facing minority disputes, since basic stockholder challenges are harder to deflect on procedural grounds. The trade-off is more transparency for minority holders.