Video Summary:

This transcript summarizes a video guide from attorney Andy Gale of Gale & Vallance, based in Orange County, California. The video explains how to complete the California State Bar Certificate of Registration as Law Corporation—a crucial step for attorneys looking to establish a law corporation in the state.

In this video, Andy walks through each part of the application form, highlights common mistakes (such as missing bar numbers or incomplete officer sections), and explains how to properly calculate guarantee amounts using the official worksheet. He also clarifies how to deal with shareholders, out-of-state attorneys, and necessary attachments.

To learn more about how to complete California State Bar Certificate of Registration as Law Corporation and avoid common filing mistakes, check out our detailed article on the registration process and compliance requirements for law corporations in California.

Disclaimer: This video and transcript are for informational purposes only and do not constitute legal advice. We strongly recommend that you consult an attorney regarding your specific situation and compliance with the California State Bar requirements.

00:00:00 – Introduction

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00:00:10 – Getting Started with the Application

A little video to offer some guidance in completing the application for issuance of the certificate of registration as a law corporation. This is attorney Andy Gale, and this is the form that’s currently being used by the California State Bar as of April 2023.

00:00:29 – Importance of Accuracy and Common Mistakes

The Bar is kind of fussy on how this form is filled out, so it’s always important to go through it carefully and make sure you got all of the sections completed entirely.
One of the areas that’s really easy to mess up is just getting the name of the law corporation all the way through the documents.
I’ll highlight a couple of other areas that I’ve left blank to show you where those things can be overlooked.

00:00:52 – Checking Boxes & Required Documents

The other thing that the Bar’s particular about is checking all of these boxes. Why they do that, I’m not quite sure, but I have had experience where they’ve kicked a few back where we’ve just checked a few of the boxes but not all.
The idea is obviously check the boxes and then turn over to the State Bar when you submit the application all of these documents that they’re referencing in this particular section.

00:01:18 – Page One and Page Two Overview

So this is page one.
Page two—here’s an area where it’s very easy again to forget where you would put the name of the corporation.
So make sure that you complete that. When it gets down to listing of the shareholders, it is possible to have shareholders that are licensed in California and licensed in other states as well.

00:01:41 – Shareholder Licensing and Bar Numbers

Many times people who are licensed out of state will actually put their own out-of-state license number here, but if you’ll note the header on the section does say California Bar number.
And so you will leave that information blank if there is no California Bar number.

00:02:00 – Officer Section & California Bar Numbers

When it gets to completing the officer section, typically if it’s a multi-shareholder corporation there’s actually going to be a position for a vice president.
But this particular form only allows for the three main officers: president, treasurer, and secretary.
So there’s no need to actually add on the attachment and suggest or indicate who is going to be acting as the vice president.
Again, it’s important not to put in a Bar number that is not a California State Bar number here.

00:02:32 – Bar Numbers and California Licensing

So as we’ve indicated in this example, you do want to leave that area blank.
And the same will be true for the following page, again being careful only to put a California Bar number in this particular section.

00:02:49 – Attorney Employees Section

Now, an area that frequently gets overlooked is one that pertains to attorney employees.
There must always be one. That is fine if in fact there is only one attorney, and if in fact that attorney is only licensed out of state, the State Bar still wants to have at least one attorney listed here.
Obviously, the rules are that unless you’re a California licensed attorney you cannot practice law in the state of California.
But that doesn’t stop you from completing this part of the application.

00:03:20 – Attorney Employee Examples

So in this example we’ve listed two attorney employees, Fred and Joe, and so we’ve listed their information here, which will then be used in the calculation for the law corporation guarantee, which we will get to in another second.

00:03:36 – Additional Sections and Final Page

If any of the other sections—for example, Section 5 applies to you or Section 6 applies to you—do make sure that you get those sections completed with all of the appropriate information.
Here is the last page of the first section of the application, and you’ll notice that we have listed only two attorneys here as practicing law on behalf of the corporation.
And this number is again going to be utilized in another part of the application.

00:04:08 – Attachment A & Attachment B

All right, so that was completing Attachment A.
Now we have Attachment B.
This is really pretty simple—just a few items. Again, it’s critical not to forget to put the name of the corporation here.
And of course, we’ve got to sign this page here.
Once we’ve done that, we’re basically done with Attachment B.

00:04:27 – Attachment C1: Law Corporation Guarantee

This is Attachment C1, or the standard law corporation guarantee.
Again, don’t forget to put the name of the corporation here.

00:04:36 – Calculation Section and Guarantee Worksheet

Another area that gets goofed up is doing the calculations to figure out what these numbers are.
If you’ll notice, there is a link here that you can click on. It’ll actually take you to a guarantee worksheet.
The guarantee worksheet will actually help you do the computation.
It will take you to a page here which is exactly how the math is done.

00:05:00 – Completing Guarantee Calculations

In this particular case, what we’ve got to do is multiply the number of lawyers by fifty thousand dollars to fill in the Proclaim section.
So that’d be two times fifty thousand, and that’s how we arrive at this number here.
Then the second part of it is multiplying the number of attorneys by one hundred thousand dollars, which will get us the per calendar year computation, which then allows us to complete this section here.

00:05:32 – Final Steps for Attachment C1

Now what I recommend that most clients do is just ignore this “effective date” part of the agreement.
All we need to do is focus on the “date executed” section here.
Once we’ve completed Attachment C-1 or C1, we’ve basically completed the application process.

00:05:56 – Final Document Checklist and Submission

Then it’s just really critical to actually go through this list of documents and make certain that before you submit the payment that you’ve actually attached all of the documents that’s required by the Bar.
If you don’t attach all the documents—and importantly for the State Bar, the money that you need to pay them—they will actually kick it back.
They’ll send you a letter stating that you did not do a good job in completing the application.
They’ll put the application on hold and they will wait for you to correspond back with them to indicate what the problem was—either you are unable to provide the information requested, in which case they won’t process the application, or allow you the opportunity to make whatever changes are required so that you can resubmit the application and get it processed.

00:06:49 – Don’t Forget to Sign

Finally, don’t forget to sign the application here.

00:07:14 – Closing

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00:07:23 – Final Remarks

I hope this overview of the application helped.
If you have any questions, of course feel free to reach out to our office.