The Secretary of State’s office accepts filings submitted for cannabis-related business entities currently lawfully engaged in medical and/or adult-use cannabis activities as well as those that are forming for the purpose of engaging in these activities in the future after seeking the appropriate licenses. Filings are accepted for domestic corporations (e.g. general stock corporations, nonprofit mutual benefit corporations, cannabis cooperative associations) as well as domestic other business entities (e.g. limited liability companies and limited partnerships).
In addition to filing business entity documents for domestic (formed within California) business entities, the Secretary of State’s office also accepts registration documents for foreign (formed outside of California) corporations and foreign limited liability companies that are engaged in or plan to engage in lawful cannabis-related activities within California in compliance with California law.
A checklist of necessary steps to start a cannabis business in California is provided in the 10 Steps to Starting a Cannabis Business Entity in California brochure. If you are ready to start a cannabis-related business in California and want additional information regarding online filings, forms, samples and fee information, please visit the bizfile California portal. Most cannabis related business entity filings can be completed using the bizfile Online portal.
For information regarding licensing requirements, please contact the California city and/or county where the physical location of the commercial cannabis activities will take place and the state agency, bureau or board with jurisdiction over the cannabis activities to be conducted in California. Additional information is available through the Department of Cannabis Control.
No. The Secretary of State does not issue licenses for cannabis-related activity. State licenses began being issued on January 1, 2018. Customers should be aware that cannabis activities cannot be conducted prior to obtaining any appropriate local license, permit or other authorization, as well as any necessary state license. Filing organizational documents with the Secretary of State’s office alone does not provide business entities with the legal authority to conduct cannabis activities pursuant to MAUCRSA.
For information regarding licensing requirements, please contact the California city and/or county where the physical location of the cannabis-related activities will take place and the state agency, bureau, or board with jurisdiction over the cannabis-related activities to be conducted in California. Additional information is available through the Department of Cannabis Control.
Yes. California has a dual licensing system for commercial medical and adult-use cannabis. Businesses engaging in cannabis-related activities that are required to be licensed must obtain a city, county or city and county license, permit or other authorization as well as any required state license. Lawful cannabis cultivation, transportation, distribution, testing, dispensing and manufacturing under California law are highly regulated and licensed by California state and local government entities. The Secretary of State does not issue licenses. For information about cannabis licensing and regulation, please visit the Department of Cannabis Control.
To change the status of an existing nonprofit corporation, such as a mutual benefit corporation or cooperative corporation to a for profit corporation, you may file either a Certificate of Amendment or Restated Articles of Incorporation. For mutual benefit corporations changing to a general stock corporation, you may file restated articles of incorporation to make this change using the bizfile Online portal.
Since you will need to change several provisions listed in your nonprofit Articles of Incorporation, filing Restated Articles of Incorporation may be the preferred method of making these changes. Samples of Restated Articles of Incorporation and a Certificate of Amendment may be found on the bizfile California portal under Forms, Samples, Fees, and Services. You should use the sample that is designated as either “Certificate of Amendment - Nonprofit” or “Restated Articles of Incorporation - Nonprofit” since your entity will not change to a for profit stock corporation until the document is filed with the Secretary of State. If you are changing from a mutual benefit corporation to a general stock corporation, you may file restated articles of incorporation to make this change using the bizfile Online portal.
Restated article provisions will need to include at least the following: (1) the name of the corporation; (2) the purpose statement for a general stock corporation; and (3) the number of shares authorized to be issued. If there are outstanding membership interests for the nonprofit corporation, the articles also will need to include a statement of the effect of the amendment/restatement on those interests (e.g. a statement indicating that upon the filing of the Restated Articles of Incorporation, each outstanding membership interest shall be converted into one common share or a statement that each outstanding membership interest shall be canceled without consideration upon the filing of the Restated Articles of Incorporation with the Secretary of State).
While you may include additional article provisions, any article provisions that previously appeared in the nonprofit Articles of Incorporation that are specific to a nonprofit entity type must be omitted from the restated article provisions (e.g. statements referencing members, the purpose statement for a nonprofit mutual benefit corporation, and tax exempt provisions).
Finally, if the nonprofit corporation has not yet filed a Statement of Information with the Secretary of State, the Restated Articles of Incorporation will need to include the name and address of the agent for service of process and the initial street and mailing address of the corporation exactly as it appeared in the original nonprofit Articles of Incorporation.
Alternatively, if the nonprofit corporation has already filed a Statement of Information, the name and address of the agent for service of process and the street and mailing address of the corporation must be omitted. Once the Restated Articles of Incorporation are filed, you should file an updated Statement of Information within 90 days using the bizfile Online portal.
Under California law, California nonprofit corporations cannot “convert” (change the entity type from a nonprofit corporation to a limited liability company, limited partnership, or general partnership) directly. However, nonprofit corporations can amend or restate their Articles of Incorporation to become a stock corporation (please see the previous response for information on how to do this) and once the corporation is a stock corporation, the corporation can follow the procedures outlined in Corporations Code section 1150 through 1160 to convert to a limited liability company, limited partnership or general partnership.
To convert from a stock corporation to a limited liability company, limited partnership or general partnership, you can use the applicable conversion form provided by the Secretary of State. For further information, forms and instructions relating to conversion filings with the Secretary of State’s office, please see Conversion Filings. You may wish to consult your legal and financial advisors, along with the licensing agencies prior to submitting filings to the Secretary of State. Most conversion filings can be done online using the bizfile Online portal.
The Medicinal and Adult-Use Cannabis Regulation and Safety Act (MAUCRSA) amended Health and Safety Code section 11362.775, the provision in SB 420 affording legal protections to medical cannabis collective and cooperative models. The protection from criminal sanctions afforded from this now repealed section ended on January 9, 2019.
Prior to the enactment of MAUCRSA, many nonprofit mutual benefit corporations or cooperative corporations formed under the Corporations Code or Food and Agricultural Code for purposes of conducting activities as a medical cannabis collective or cooperative model made specific references to Health and Safety Code section 11362.775 in their formation documents. While these businesses are not required to file an amendment with the Secretary of State’s office for purposes of removing a reference to that section only, if an amendment is filed that amends the article provision that cites to this repealed code section or restated articles of incorporation are filed, the entity must remove the outdated reference at that time.
Although a business may not be required to file an amendment or restatement for purposes of removing provisions citing to Health and Safety Code section 11362.775 only, it could still be good practice to do so. Customers that previously formed a business entity as a medical collective and cooperative model must ensure that they are still operating lawfully. If their business entity structure no longer fits their needs, business entity documents (e.g. amendment, restatement, termination documents) should be filed with the Secretary of State’s office to update their business.
Information for corporations, limited liability companies, and limited partnerships, including most filings for those entities are available online. Bizfile Online is the Secretary of State’s new online business portal to help businesses file, search, and order business records. Within bizfile Online, you will find the California Business Search, which provides online access to information for corporations, limited liability companies, and limited partnerships of record with the California Secretary of State including FREE copies of more than 17 million PDF images relating to business registrations, amendments, terminations, and the most recent statements of information for corporations and limited liability companies. Certified copies of business records may also be ordered through the bizfile Online portal.
Yes. The fastest way to register your Trademark is online at tmbizfile.sos.ca.gov.
All registrations and subsequent updates to California trademarks or service marks (“Trademarks”) are filed with the Secretary of State’s office. Registering a cannabis-related Trademark with the California Secretary of State’s office can be a good way for a business to protect its brand or logo, especially for cannabis-related marks that cannot be registered federally.
Customers may register their cannabis-related trademark or service mark with the California Secretary of State’s office so long as: (1) the mark is lawfully in use in commerce within California; and (2) the mark matches the classification of goods and services adopted by the United States Patent and Trademark Office .
In order to register a Trademark in California, the Trademark must be lawfully in use in commerce. For cannabis businesses, this means that the cannabis-related goods or services associated with the mark are authorized under California law.
Trademarks relating to cannabis products that are prohibited for use in commerce under California law cannot be registered. As specified in current California regulations which may be found on the Department of Cannabis Control's website, prohibited items include but are not limited to:
For a Trademark to be lawfully in use in commerce, the applicant must ensure that any local and state licenses required to conduct the cannabis-related activities associated with the Trademark have been obtained prior to seeking registration. Additionally, if registering a Trademark associated with cannabis goods, the applicant must ensure that they are in compliance with state labeling and packaging requirements. If a specimen provided with a Trademark application associated with a cannabis product clearly does not meet state labeling and/or packaging requirements, the application will be rejected. For example, an application to register a mark affixed to a manufactured cannabis product that has a label that is attractive to children (e.g. it contains cartoons and identifies the product as candy) would be rejected for not being in compliance with state labeling requirements as well as falling under the list of prohibited cannabis products.
For further information relating to the requirements and restrictions for lawful use of commercial cannabis goods or services in California, please refer to the Department of Cannabis Control.
Trademarks relating to cannabis products that are prohibited for use in commerce under California law cannot be registered. As specified in current California regulations found on the Department of Cannabis Control's website, prohibited items include but are not limited to:
Yes. The fastest way to register your Trademark is online at tmbizfile.sos.ca.gov.
Customers may register their industrial hemp-related trademark or service mark with the California Secretary of State’s office so long as: (1) the mark is lawfully in use in commerce within California; and (2) the mark matches the classification of goods and services adopted by the United States Patent and Trademark Office.
Trademarks relating to industrial hemp products that are prohibited for use in commerce under California law cannot be registered. As specified in current California law, industrial hemp products prohibited from sale in California include but are not limited to the following categories:
For a Trademark to be lawfully in use in commerce, the applicant must ensure that any licenses or authorizations required to conduct the industrial hemp-related activities associated with the Trademark have been obtained prior to seeking registration. Additionally, if registering a Trademark associated with an industrial hemp product, the applicant must ensure that they are in compliance with state labeling and packaging requirements. If a specimen provided with a Trademark application associated with an industrial hemp product clearly does not meet state labeling and/or packaging requirements, the application will be rejected.
When completing the application to register a cannabis-related Trademark in California, the form will require the applicant to choose one or more classification codes from the classification codes adopted by the United States Patent and Trademark Office. There are 11 classification codes, or categories, for services and 34 for goods. A list of these codes can be found online by visiting uspto.gov.
These classification codes do not include specific categories for cannabis goods or services; therefore, the applicant should choose the code(s) which best categorize the good or service associated with their Trademark in the same manner as if these goods or services did not involve cannabis. To assist customers, the following are some examples of the more commonly used classification codes for cannabis-related Trademarks:
In the instance of separate applicants concurrently seeking registration of the same or confusingly similar marks, priority will be given to the application received in the following order:
1. Applications received online through our website, tmbizfile.sos.ca.gov, will be labeled received at the actual time and date received.
2. Applications received in person over the counter in Sacramento will be labeled received at the actual time and date received.
3. Applications received by mail will be label received at 5:00 p.m. on the date received.
