| California Corporation Incorporation Procedures and Fees |
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| Unless otherwise indicated, the corporation stated in this quotation specifically refers to a company limited by shares (also known as a joint stock company) registered in California, the U.S., in accordance with California General Corporation Law. |
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Our basic package fee for the registration of a corporation (a company limited by shares, or a joint stock company) in the State of California is USD1,600. This package fee covers our professional registration service, registered address and registered agent service in California for one year, a set of standard Bylaws, and the payment of official registration fee to the California Secretary of State.
To register a corporation in California, you will need to prepare and provide the proposed business name of the company, the maximum number of shares and the par value of the shares, the identification (e.g. passport) and residence address proof (e.g. utility bill, bank statement, etc.) for each shareholder, director, and manager (and secretary, if requested) of the corporation.
If the business name does not contain any restricted words, and the business activities to be carried out by your California corporation is not specially regulated, the corporation registration timeframe is about 12 to 15 business days (not including mailing time). Rush filing service is unavailable for a fee in California.
In any case where your corporation is to engage in regulated business, including agriculture, alcoholic beverages, aviation, firearms, ammunition and explosives, fish and wildlife, commercial fisheries, maritime transportation, mining and drilling and etc, additional licence or permit may be required. Kaizen can help you apply for those licence. Our fee for this service will be quoted upon request.
In addition, if your California corporation is to conduct business in other states, you will also need to register a foreign company from local government. Kaizen can help you apply for those licence. Our fee for this service will be quoted upon request.
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| 1. |
California Corporation Registration Services and Fees |
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Our fees for handling the registration of a corporation (a joint stock company) in California is USD1,600. In particular, our fee covers the following services:
| (1) |
Corporation Registration |
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(a) Answer your questions regarding the registration and maintenance of a corporation in California;
(b) Perform name availability search;
(c) Pay registration filing fee to California Secretary of State;
(d) Prepare the standard Bylaws in California;
(e) Record minutes of first meeting of board of directors;
(f) File Statement of Information within 90 days after registration;
(g) Compile board resolution for opening a business bank account, if applicable;
(h) Customize a corporate kit, including a metal corporate seal, stock certificate, register of shareholder, register of director, and stock transfer ledger etc.
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| (2) |
Registered Address and Registered Agent for the first year |
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Kaizen will provide a registered address and a registered agent in California for the one year in compliance with the requirement of California Secretary of State for the purpose of registration of company.
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| Notes: |
| （1） |
Our fee quoted above does not cover courier charge; |
| （2） |
Our fee quoted above excludes the taxes. If tax invoice is needed, value-added tax at the prevailing rate may be charged and collected. |
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| 2. |
Other Relevant Services
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ITEM
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DESCRIPTION
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AMOUNT
(USD)
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1
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EIN application (Note 1)
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300
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2
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ITIN application (Note 2)
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1000
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3
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Seller’s permit application (Note 3)
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300
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4
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State and local business license application (Note 4)
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TBA
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5
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Federal business license application (Note 5)
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TBA
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6
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USA bank account introductory service (Note 6)
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500
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7
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Provide mailing address (Note 7)
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500
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8
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Authentication for formation documents and certificate of incumbency (Note 8)
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TBA
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Note:
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| (1) |
Employer Identification Number (EIN), also known as Federal Employer Identification Number (FEIN), or Federal Tax Identification Number (FTIN), is a business identification number just like a Social Security Number (SSN) for your personal identification number. The EIN number allows you to communicate with the Internal Revenue Service (IRS) in the dealing of all the tax matters of your California company. The EIN is also needed for bank account opening.
The EIN is issued by the Internal Revenue Service (IRS) upon application. The IRS normally takes around 3 weeks to process an application. Expedited service is not available. Kaizen will notify you through Email upon receipt of the EIN from the tax authority.
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| (2) |
If your California corporation is to open a business bank account in U.S., or the responsible person of the corporation is required to file individual tax return in the U.S., then the responsible person must apply for an Individual Taxpayer Identification Number (ITIN) from Internal Revenue Service (IRS). The processing time is about 6 to 8 weeks, and it may take up to 11 weeks during tax season (Jan - April). Expedited service is not available. Kaizen will notify you through Email once received the ITIN from the tax authority.
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| (3) |
If your California company intends to sell or lease tangible personal property at retail or wholesale or offer certain taxable service and has an office/warehouse or sales representatives in California, then your California corporation is required to obtain a seller’s permit from California Department of Tax and Fee Administration. The processing time is about 1 to 3 business days. Expedited service is not available. Kaizen will notify you through Email once upon receipt of the seller’s permit from the tax authority.
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| (4) |
There is no need to obtain state and local business license if the business of your California corporation does not involve special industries and it will not hire employees or set up business office/warehouse at California. Otherwise, the corporation may be required to obtain certain state business license or permit. Please reach out to us for more detailed about these local city/county business license.
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(5)
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A California corporation is not required to apply for Federal Business License unless the business activities are regulated by the federal authority. The regulated business activities include agriculture, alcoholic beverages, aviation, firearms, ammunition and explosives, fish and wildlife, commercial fisheries, maritime transportation, mining and drilling, nuclear energy, radio and television broadcasting, transportation and logistics. Kaizen can help your California corporation to apply for these federal licence and permit. Our fee for this service will be quoted upon request.
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| (6) |
Kaizen can provide onsite assistance and help you to open a business bank account in New York for your California corporation. Please notice that the responsible person (the director) of the corporation is required to be interviewed and sign related documents onsite under the witness of the banker. Kaizen is limited to providing introductory and assistance services and do not guarantee the result of the bank account opening as it is the sole discretion of the bank to determine whether to accept an application or not. Please also note that both the EIN and ITIN are required by the bank.
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| (7) |
Kaizen can provide a New York address as your business mailing address. The mailing address can be used to receive letters from bank, government, and other related business letters for the corporation, then Kaizen will forward these letters to you through email (by default) or mail (if necessary). Actual delivery fee or postal is to be charged separately.
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| (8) |
Kaizen provides the notary service for the formation documents, including authentication in California Secretary of State and Chinese Consulate General, and Certificate of Incumbency. Our fee for handling the notarisation and apostille will be quoted upon request. | |
| 3. |
Payment Time and Method |
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We currently accept Hong Kong Dollar check, cash or TT and credit card through PayPal only. If payment is settled through PayPal, extra 5% services fee will be charged. Upon receipt of your order, we will issue an invoice to you for your settlement. Because of the nature of services, we require full payment in advance. Also, once service is commenced, no service fee will be refunded except special cases.
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| 4. |
Fundamental Structure of a Corporation in California |
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Minimum requirements for a Corporation registration in California:
(1) At least one incorporator, can be a shareholder or officer;
(2) At least one shareholder. The shareholder can be a legal entity or natural person, without nationality limitation;
(3) At least one director. The director must be a natural person;
(4) At least one officer (Chief Executive Officer, Chief Finance Officer, or Secretary). The officer can be held by one or more natural person;
(5) The director or officer can sign legal documents on behalf of the corporation and record minutes of meetings.
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| 5. |
Registration Procedures of a Corporation in California |
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The registration procedures for a Corporation in California are listed as follows:
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No.
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Description
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Time
(Business Days)
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1
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Kaizen was entrusted to handle the California Corporation registration; you should fill out the order form, “Due Diligence document? and other documents (listed in Part 6), then E-mail the whole package to Kaizen. Meanwhile, Kaizen service fees should be paid at this point;
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Client schedule
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2
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Kaizen will check the name availability at California registration office;
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1
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3
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Kaizen will compile the required documents, including the Article of Incorporation and a set of standard bylaws;
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1
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4
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Kaizen will send the documents mentioned in (3) to you to review and confirm the accuracy;
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1
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5
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Kaizen will submit the Articles of Incorporation to California registration’s office and pay the registration filing fee. The officer will review the document, and mail to Kaizen the sealed Articles of Incorporation with filing date and filing number within 12 to 15 business days, if approved;
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12-15
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6
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After the registration, Kaizen will customize the corporate kit, such as order the metal corporate seal prepare register of directors, register of shareholders, and share certificate, etc.;
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7
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7
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Kaizen will arrange to apply the EIN, if being engaged to do so;
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14-21
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8
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Kaizen will arrange to submit Statement of Information within 90 days after the Corporation incorporation;
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1
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9
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Kaizen will undertake the Certificate of Incumbency or certified copy of registration document, if being engaged to do so;
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TBD
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10
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After the above procedures are completed, Kaizen will deliver all the documents to you at the address designated.
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1
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Note:
(1) The number of days stated above are estimated and for reference only. In addition, they are estimated based on the assumption that no application for license or permit is required. | |
| 6. |
Documents Required to Register a Corporation in California |
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For the purpose of registering a corporation in California, the following materials should be prepared and provided:
| (1) |
Names of the proposed company. Please provide 2 to 3 preferred names in priority order; |
| (2) |
Passport copy and residential address proof (utility bill, phone bill, or bank statement, etc for the most recent 3 months) in respect of each shareholder, director, officer (and Secretary, if requested) of the Corporation. If the shareholder is a legal entity, please provide the entity’s registration document and registered address; |
| (3) |
The maximum number of shares authorized by its board of directors and the par value; |
| (4) |
The detailed description of the Corporation’s main business activities, such as the services intend to offer or products intend to sell, and location of potential customers/suppliers; |
| (5) |
Date of commencement of business; |
| (6) |
Number of Employees, if any; |
| (7) |
Duly completed “due diligence questionnaire?provided by Kaizen. |
The identification and address proof, mentioned in (2), should be certified or notarized by Kaizen, local notary at the place of the member and manager, lawyer, CPA, or bank manager. |
| 7. |
Documents for You After the Registration |
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After all the registration procedures, the following files will be mailed to you for archives:
| (1) |
Articles of Incorporation sealed by California Secretary of State;
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| (2) |
Standard bylaws in California; |
| (3) |
Statement of Information sealed by California Secretary of State; |
| (4) |
Corporate seal customized with the C Corporation’s name; |
| (5) |
The minutes book, used to record shareholder list, register of directors, and stock transfer ledger, etc.; |
| (6) |
Minutes of first meeting of Board of Directors; |
(7)
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10 pieces of blank Stock Certificates; |
(8)
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EIN letter, if any; |
| (9) |
Certificate of Incumbency and certified copy of registration document, if any. |
The above documents are also available for pick up in any Kaizen offices.
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| 8. |
Annual Renewal |
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A California corporation should file Statement of Information to California Secretary of State and pay franchise tax California Franchise Board each year. This is known as basic annual renewal. Kaizen will handle the basic annual renewal for your California corporation for a fee USD900, including provision of registered office, registered agent, and Statement of Information filing. Please note that this service fee does not include accounting, income tax filing and at least USD800 franchise tax. We will send a renewal notice to you 2 months before the due date.
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9.
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Other Compliance Services |
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A corporation is also required to operate in compliance with the California General Corporation Law. For example, keeping all the vouchers and receipts, filing income tax return, and file annual report, etc. Kaizen U.S. office is a professional CPA firm, offers complete compliance services and business support, such as bookkeeping, financial statement audit, filing tax return, making payroll, etc. please reach out and discuss with our professional consultants for details. |
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