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HomeCorporations CodeCh. 1Art. 2§ 5120 Corporation Formation Requirements

§ 5120 Corporation Formation Requirements

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 5120 Corporation Formation Requirements

Key Takeaways

  • •A group of people can create a company by filling out and submitting special papers called 'articles of incorporation'.
  • •If the papers list the first leaders (directors) of the company, those leaders must sign the papers. If not, the people starting the company must sign.
  • •The company officially exists once the papers are filed and stays around forever unless the law or the papers say otherwise.
  • •The government shares these papers with the Attorney General and sometimes the Controller, depending on how the company was created.

Example

A few friends want to start a business selling homemade cookies.

They fill out the 'articles of incorporation' papers, sign them, and submit them to the government. Once the papers are filed, their cookie business officially exists and can operate. The government will also share these papers with the Attorney General.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 5120 Corporation Formation Requirements

(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named in the articles, each director named in the articles shall sign and acknowledge the articles; if initial directors are not named in the articles, the articles shall be signed by one or more persons who thereupon are the incorporators of the corporation. (c) The corporate existence begins upon the filing of the articles and continues perpetually, unless otherwise expressly provided by law or in the articles. (d) At the time of filing pursuant to this section, the Secretary of State shall make available the filed articles of incorporation to the Attorney General. (e) If the corporation was created by the elected legislative body in order to exercise authority that may lawfully be delegated by the elected governing body to a private corporation or other entity, the Secretary of State shall forward a copy of the filed articles of incorporation to the Controller. (Amended by Stats. 2022, Ch. 617, Sec. 45. (SB 1202) Effective January 1, 2023.)

Last verified: January 23, 2026

Key Terms

articles of incorporationcorporate existenceSecretary of StateAttorney GeneralController

Related Statutes

  • § 7120 Corporation Formation Requirements
  • § 9120 Corporation Formation Requirements
  • § 12212 Corporate Filing Fees
  • § 12214 Corporate Document Filing Dates
  • § 12225 Corporate Articles Definitions

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5120.
View Official Source