Incorporating in California
I was halfway through preparing this really impressive blog post about the collaborative mechanisms in our corporation by-laws. But instead, the preparation kept stretching on and on because the attorney (who is one of my partners) was really busy. It was holding up our ability to file for Women-Owned Small Business status with the federal government, which is holding up our ability to compete for public projects.
So instead it turned into another item like the website. First, just get the minimum viable product out there and then work on making it perfect. I went on LegalZoom and incorporated, using standard by-laws.
Even though our intent is to share ownership of this venture amongst the partners, it takes some time to work out exactly how to do that. So in the meantime, I’m 100% owner.
Here are some things you might need to know about incorporating an architecture firm in California:
Cost through Legal Zoom: $726 (this depends a little on which add-ons you choose)
Naming restrictions: Architecture firms in California must contain the name of one of the founders or owners. They also must contain the word Architects or Architect.
License requirements: At least 50% of the owners must be licensed architects in the state in which you are incorporating.
I’m not happy about the naming restrictions. I thought I could get around it by forming the company as a LLC instead of a corporation. No dice. LLC’s are not allowed to perform architectural services in California, so I was forced to do a workaround. I named the corporation Wilson Architects, Inc.
- Once the corporation paperwork is finished being processed, I can obtain an EIN from the IRS (Employer Identification Number).
- With an EIN, I can get a business license through San Francisco.
- After obtaining the business license, I can file a “Fictitious Name” application.
A “fictitious name application” is also known as a “Doing Business As” or “DBA.” It allows you to have one legal name for the corporation and a different name for marketing purposes. In order to be allowed to practice as “Boiled Architecture,” we need to advertise our intent to use this fictitious name in a San Francisco newspaper for 4 consecutive weeks. If no one files any complaints, then we should be allowed to do so.
Plenty of architecture firms stay as sole proprietors, and that’s a perfectly reasonable way to go, as long as the founder doesn’t intend to share ownership. Since our goal is to create a collaboratively owned and managed firm, this is necessary for us.
