If you do not use an Articles of Incorporation, the default assumption is that you are a sole proprietor. As an unincorporated business, the law treats you and your business as one entity. The Business Programs Division, the largest division of the Secretary of State's office, supports California Businesses by registering business entities and trademarks and enabling secured creditors to protect their financial interests. The Business Programs Division processes millions of business filings and information requests each year. The Secretary of State administers numerous other filings including immigration consultant and various business bonds, notices of joint powers, successor-in-interest, statement of facts – roster of public agencies, and athlete agents. Hi, Yokum, we don't have the cash to hire the lawyers right now–can we do a simple incorporation with only common stocks now, award investors common stock now, and later change the angel investors common stock to preferred stock? Would that be done by holding a board meeting, followed by voting to change the articles of association (and filing an amended articles with the state, with lawyer help), then voting to change the common stock already issued to these 2 investors to preferred? The Secretary of State's office is the central filing office for certain Uniform Commercial Code financing statements and other lien documents including notices of judgment liens, attachment liens and federal and state tax liens. Filing with our office serves to perfect a security interest in named collateral and establish priority in case of debtor default or bankruptcy. Bylaws have no effect outside the corporation, but can be introduced into a lawsuit to demonstrate corporate governance was or was not consistent with the applicable bylaws.