Examples:

• • A small law firm decides to incorporate as “Smith & Jones, A Professional Corporation” and must register with the State Bar to start practicing law under the corporate form.
  • Maria’s solo practice becomes “Maria Lopez Law Corporation” and must meet all rules before the State Bar issues a Certificate of Registration.
  • “ABC Law Offices, A Professional Law Corporation” includes “Law Offices” in the name, indicating multiple attorneys or locations, which must be accurate to avoid misleading the public.
  • A corporation name “Johnson Legal Group, P.C.” uses “Group” and must justify it by having at least one additional employee (not necessarily an attorney) to comply with naming rules.
  • A law corporation cannot call itself an “LLC” or “APLC” due to restrictions and potentially misleading designations.

How to Proceed:

• • Check the State Bar Law Corporation Name Definitions & Abbreviations guidelines to ensure your proposed name is compliant.
  • Verify that all shareholders are licensed attorneys and eligible to practice law in California.
  • Confirm that your corporate structure adheres to the Professional Corporation Act and relevant State Bar Rules.
  • Ensure that your Articles of Incorporation and bylaws meet the ownership and share transfer restrictions mandated by Rule 3.157.
  • If using terms like “Group” or “Law Offices,” ensure you meet the stated conditions (e.g., multiple attorneys, multiple locations).

FAQs:

• • Do I need to be admitted to the State Bar to form a law corporation? Yes, shareholders must be licensed attorneys, so at least one shareholder must be a member of the State Bar of California.
  • Can non-lawyers own shares? No, under California law, only attorneys or the corporation itself can own shares of a law corporation.
  • What if I already formed my corporation without the right ending designation? You may need to amend your Articles of Incorporation and update the Secretary of State’s records, then provide the State Bar with updated documents.
  • Is a name like ‘Smith & Associates’ allowed if I’m a solo attorney? Not unless you employ at least two other attorneys, as “Associates” suggests multiple attorneys. Consider changing your name or hiring additional staff.
  • Can I use “Inc.” or “Ltd.” in my law corporation name? Yes, as long as you include some designation of corporate existence and comply with all professional corporation naming rules.

Examples:

• • John files Articles of Incorporation stating: “The purpose of this corporation is to engage in the profession of law.”
  • Sarah’s law corporation, “Lopez Law Corporation, Inc.,” receives a certified copy of the approved Articles from the Secretary of State.
  • The firm “Jones & Brown, A.P.C.” files its first Statement of Information detailing its President, Secretary, and Treasurer (often the same individual in a solo practice) within the 90-day timeframe.

How to Proceed:

• • Download the required forms from the Secretary of State’s website and carefully follow the instructions for professional corporations.
  • Ensure the Articles of Incorporation include the language specifying professional law practice—your attorney can help with correct wording.
  • Pay the filing fee and keep proof of payment; maintain a copy of all filed documents for your records.
  • Mark your calendar to file your Statement of Information on time and subsequently every required period (usually annually or biennially).
  • Once you have a certified copy of your Articles, you are one step closer to State Bar registration.

FAQs:

• • What if I formed a general corporation instead of a professional corporation? You must amend your Articles or re-file correctly. A general corporation cannot practice law.
  • How long does Secretary of State approval take? Processing times vary. Check the Secretary of State’s website for current turnaround times. Expedited services may be available.
  • Can I practice law immediately after incorporation? No, you must also register with the State Bar before practicing as a law corporation.
  • Do I need a law firm name approval from the State Bar before filing Articles? While not mandatory beforehand, it’s wise to review name rules early to avoid re-filing if your chosen name is noncompliant.
  • Can I use an online filing service? Yes, many people do, but ensure they understand professional law corporation requirements. It’s often best to use an incorporation attorney specializing in forming California law corporations.

Examples:

• • The “ABC Law Corporation” attaches a photocopy of its share certificate with the required legend about ownership restrictions per Rule 3.157.
  • “Green & Associates PC” includes Attachment B stating that the firm’s name and marketing materials comply with Rules 7.1–7.5 of the Rules of Professional Conduct.
  • When “Lopez Law Corp” sets forth its bylaws excerpts, it uses the exact wording from the rule, not paraphrased language.

How to Proceed:

• • Download the latest application forms and instructions from the State Bar website to ensure you have current requirements and fees.
  • Compile all required attachments in order, double-checking each for accuracy and compliance.
  • Have the corporation’s secretary prepare and sign the certification of bylaws excerpts with an original (not photocopied) signature.
  • Ensure you have a certified copy of the Articles of Incorporation from the Secretary of State.
  • Mail your completed packet with the correct fee. Keep a copy of everything for your records.

FAQs:

• • Can I email my application? Generally, no. The State Bar typically requires original documents and certified copies by mail. Check their current instructions for any online submission updates.
  • What if my bylaws don’t contain the required language? Amend your bylaws first, then attach only the relevant excerpts with the exact mandated language.
  • Why must I list all attorneys associated with the corporation? The State Bar needs to determine appropriate professional responsibility and ensure all practicing attorneys are properly covered by the corporate guarantee.
  • What if a shareholder is also a shareholder in another law corporation? Disclose that information. Additional guarantees or clarifications may be required.
  • How long does the State Bar take to approve applications? Processing times vary. If all documents are complete and correct, approval can be relatively quick, but expect a few weeks.

Examples:

• • The “Rogers Law Corporation” submits its annual renewal by the March deadline each year to remain in good standing.
  • When “Adams & Co., APC” adds a new shareholder, it promptly files a Special Report notifying the State Bar of the change in ownership.
  • If “Lee & Associates, A Law Corporation” stops practicing law altogether, it must file a revocation request to cancel its Certificate of Registration.

How to Proceed:

• • Keep track of all filing deadlines in a shared calendar or task management system to avoid late fees and penalties.
  • Regularly review the Law Corporation Rules on the State Bar’s website to stay updated on any changes in requirements.
  • Notify the State Bar promptly of any change in corporate structure, ownership, or practice relationships.
  • Maintain proper professional liability coverage as required and execute the appropriate Law Corporation Guarantees annually.
  • If you choose to dissolve or cease practice, follow the proper steps to revoke your Certificate of Registration.

FAQs:

• • How much is the annual renewal fee? Check the State Bar’s website for the current fee schedule. As of the latest updates, it’s $100 with a potential late penalty of $110.
  • Can I pay the renewal fee online? Payment methods vary. Check current instructions; many still require a mailed check with the renewal form.
  • What if I miss the renewal deadline? You risk suspension and additional late fees. Don’t delay—file early to ensure timely processing.
  • Do I need to re-file all documents every year? Typically, you just file the annual renewal form and update changes. The initial required documents (Bylaws excerpts, Articles) were a one-time submission unless changes occur.
  • Will my corporate status affect my personal attorney license? No, your personal license remains separate, but non-compliance by the law corporation can lead to disciplinary scrutiny if it involves ethical violations.

Questions: Forming & Registering a California Law Corporation

• • 1. What type of corporation can practice law in California?
    • A) General stock corporation
    • B) Nonprofit public benefit corporation
    • C) Professional law corporation
    • D) Limited Liability Company (LLC)
  • 2. What document must you attach to your State Bar application to prove ownership restrictions are in your bylaws?
    • A) The entire bylaws
    • B) Only the excerpts containing the required Rule 3.157 language
    • C) A summary letter
    • D) No bylaws are required
  • 3. Can a non-attorney own shares in a California law corporation?
    • A) Yes, if they’re a spouse of an attorney
    • B) No, only licensed attorneys or the corporation itself can hold shares
    • C) Yes, up to 49%
    • D) Yes, if approved by the State Bar
  • 4. What must you provide to the State Bar to prove the corporation’s existence?
    • A) A photocopy of the Articles of Incorporation
    • B) An original certified copy of the Articles of Incorporation
    • C) The corporation’s bank statement
    • D) A notarized letter from a shareholder
  • 5. What happens if you fail to file the Annual Renewal on time?
    • A) Nothing, renewals are optional
    • B) Automatic revocation of your license to practice law personally
    • C) Potential suspension of your law corporation’s Certificate of Registration and late fees
    • D) Your corporation becomes a nonprofit by default

Answers: Forming & Registering a California Law Corporation

• • 1. C) Only a Professional Law Corporation can practice law in California.
  • 2. B) You must attach only the bylaws excerpts containing the exact required language from Rule 3.157.
  • 3. B) Non-attorneys cannot own shares in a California law corporation, only licensed attorneys or the corporation itself.
  • 4. B) An original certified copy of the Articles of Incorporation is required—no photocopies allowed.
  • 5. C) If you miss the Annual Renewal deadline, you risk suspension and incur late fees.

Questions: Compliance & Maintenance

• • 1. What is the Law Corporation Guarantee for?
    • A) Ensuring coverage for claims of professional errors and omissions
    • B) Guaranteeing business loan repayment
    • C) Providing proof of office address
    • D) Serving as a substitute for malpractice insurance
  • 2. Do you need to notify the State Bar if a shareholder leaves the corporation?
    • A) Yes, via a Special Report within 45 days
    • B) No, they will find out at the next annual renewal
    • C) Only if the shareholder owns more than 50% shares
    • D) Only if requested by the State Bar

Answers: Compliance & Maintenance

• • 1. A) The Law Corporation Guarantee covers claims for errors and omissions arising from the practice of law.
  • 2. A) You must file a Special Report within 45 days to notify the State Bar of any significant changes like a shareholder leaving.