Forms

• Application for Issuance of Certificate of Registration as a Law Corporation
• Attachment A - Use Attachment A to list shareholders, officers and directors of the law corporation and other attorneys, partnerships and law corporations with which the law corporation practices law. Attachment A must be completed and returned with the application.
• Attachment B - Use Attachment B to declare your compliance with Rule 1-400 of the Rules of Professional Conduct. Attachment B must be completed and returned with the application.
• Guarantee Worksheet - Use this page to calculate the required dollar amounts to be listed on Attachment C-1 or Attachment C-2.
  
• Attachment C - Law Corporation Guarantee. Attachment C-1 (standard guarantee) or Attachment C-2 (for law corporations practicing in partnership with other law corporations) must be completed and returned with the Application. Please use only the appropriate attachment.
  Attachment C-1: Standard Law Corporation Guarantee
  Attachment C-2: Standard Law Corporation Guarantee for Law Corporations Practicing in Partnership with Other Law Corporations
• Law Corporation Special Report Form
  
• Attachment D: Special Report Form Supplement
  
• Name Change - Please note that the State Bar must approve all law corporation names. To request a name change, you must attach the following:
  
  • An original certified copy of amended Articles of Incorporation reflecting the new name as certified by the Secretary of State. You MUST include the original cover page from the Secretary of State's office.
  • A new standard law corporation guarantee reflecting the new name, with date effective as of the date amended Articles were filed. (Law Corporation Name must comply with Rule 1-400 of the California Rules of Professional Conduct). The date the board of directors adopted the resolution requesting cancellation/revocation of the certificate of registration.
     

Revocation or Cancellation of a Certificate of Registration as a Law Corporation

A Certificate of Registration as a Law Corporation remains active with The State Bar of California until it is revoked by the Office of Certification.

Rule 3.159 of the Law Corporation Rules of the State Bar provides that cancellation of a Certificate of Registration may be granted upon receipt of a resolution request that the State Bar terminate its registration. The date of  termination will be the date of the resolution, a later date requested by the law corporation, or an earlier date at the discretion of the State Bar.

To revoke your law corporation's Certificate of Registration, you must file one of the following items in our office:

1. If the corporation has two or more shareholders, a resolution of the board of directors as described above. You may use the form ("Revocation of Certificate of Registration as a Law Corporation for Law Corporations with 2 or More Shareholders"). The resolution must include the original signature of the president and secretary of the corporation.
2. If the corporation has only one shareholder, a letter advising that as the corporation's sole shareholder, and acting on behalf of the law corporation, s/he requests the revocation of the Certificate of Registration. The request must include the original signature of the shareholder. You may use the form ("Revocation of Certificate of Registration as a Law Corporation for Law Corporations with a Single (Sole) Shareholder").
3. An original certified copy of the corporation's Certificate of Dissolution from the Secretary of State, including the original blue and white cover page. (The Secretary of State usually issues only one certified copy so you may wish to request additional certified copies.) Photocopies will not be accepted. Effective date of revocation will be one of the following: (Title 3, Division 2, Chapter 2)

• The date the request is received in our office. This date will be used unless a written request is made to the State Bar.
• The date the board of directors adopted the resolution requesting cancellation/revocation of the certificate of registration.
• A later effective date shall be granted upon written request of the corporation.
• A backdate may be granted in the "discretion" of the State Bar "if the interests of justice require and good cause appears therefor." Submit a  written statement (or fill out the appropriate section of the form) as to why the interests of justice require and there is good cause for backdating the effective date of revocation (e.g., the date the law corporation ceased practicing law or the date the shareholder went on inactive status).

The State Bar of California
Law Corporations
180 Howard Street
San Francisco, CA 94105-1639
LawCorp@calbar.ca.gov
1-888-800-3400