Which business structure requires the filing of Articles of Incorporation with the California Secretary of State?
Correct Answer
D) Corporation
Corporations must file Articles of Incorporation with the California Secretary of State to be legally formed. LLCs file Articles of Organization, while partnerships and sole proprietorships have different requirements.
Why This Is the Correct Answer
A corporation must file Articles of Incorporation with the California Secretary of State to be legally formed. This document establishes the corporation's existence as a legal entity, sets forth its purpose, and outlines the basic structure of governance.
Why the Other Options Are Wrong
Option A: Limited Liability Company
A Limited Liability Company (LLC) files Articles of Organization — not Articles of Incorporation — with the California Secretary of State. The documents are similar in function but different in name and the entity type they create.
Option B: Sole Proprietorship
A sole proprietorship requires no formation filing with the Secretary of State. The owner may need a DBA (fictitious business name) filing with the county and a local business license, but no Articles of Incorporation.
Option C: General Partnership
A general partnership does not require Articles of Incorporation. General partnerships are formed by agreement (written or oral) between partners. They may file a Statement of Partnership Authority but no Articles of Incorporation.
Memory Technique
Inc. = Incorporate = Articles of Incorporation. The word 'incorporate' is literally in the business type (Inc.) and in the filing name.
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