How to Form a California LLC
California Secretary of State—Business Entities
PO Box 944228
Sacramento, CA 94244-2280
(916) 657-5448 telephone
Process Overview – Forming a California LLC
- Conduct name search to confirm availability of company name.
- Choose a registered agent. Consider using Northwest Resident Agent.
- Prepare and file the Articles of Organization online or by mail.
- Once the articles are approved obtain an EIN online or by mail.
- File initial Statement of Information online or by mail.
- If applicable, make C or S Corporation election.
- If applicable, pay $800 minimum franchise tax.
Essential Elements – California Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in California:
- Company name and business address
- Registered agent name and address
- Management structure
- Business purpose
- Signature and printed name of organizer
Fee Schedule – California LLC
- Articles of Organization: $70.00
- Certified Copy: $5.00
- Statement of Information $20.00
- Certificate of Dissolution: No Fee
- Certificate of Cancellation: No Fee
- Expedited Service: $750.00—4 hours, $500.00—same day, $350.00—24 hours
Instructions – Company Name and Address
Conduct a name search to confirm the availability of your proposed company name.
Your company name must end with a limited liability company designator. In California the specific limited liability company designators are: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Company, or Ltd Liability Co.
The name must not be likely to mislead the public and should be distinguishable from other LLCs of record or reserved with the California Secretary of State.
Provide the complete street address, city and zip code of the LLC’s initial designated office in California. The designated office is where copies of the organizational documents, operating agreement, financial, and other business records must be kept. The designated office does not need be the place of the LLC’s activity in California.
A complete physical street address is required, including the street name and number, city and zip code. Do not enter a PO Box address or abbreviate the name of the city. A PO Box may be used for mailing purposes.
Instructions – Registered Agent and Address
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company. The Registered Agent forwards the same to the company to which the service, notice, or communication is directed.
California requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a California resident or active California business entity that has a California street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mail boxes are not acceptable.
NOTE: Your company cannot serve as its own registered agent. You can, however, personally serve as registered agent provided you are a California resident and have a California street address.
To maintain privacy and to ensure that there is always someone available for service of process you should consider using a professional registered agent service. We use and recommend Northwest Registered Agent. They are a top tier national provider with over 20 years experience.
Instructions – LLC Management
Specify the LLC management structure. Indicate if the LLC will be managed by “one manager,” “more than one manager” or “all limited liability company member(s).” Once the LLC is formed, if no manager is appointed or elected, all members are considered LLC managers.
Instructions – LLC Purpose
A purpose statement is required. Do not alter the standard purpose clause provided by statute.
Instructions – Optional Provisions
The state provided Articles of Organization ask for and specify what is legally sufficient and necessary to form a California limited liability company. Nevertheless, California permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
- Designation of managers
- Indemnification of members
- Indemnification of managers
- Right to admit new members
Post Formation Tasks
- Draft and adopt an operating agreement.
- Obtain a federal employer identification number (EIN). The EIN can be obtained online or by mail using IRS Form SS-4.
- If electing C-Corporation tax status complete IRS Form 8832. If electing S-Corporation tax status complete IRS Form 2553. Tax elections must be made within 75 days of the beginning of your tax year.
- File the initial Statement of Information and pay the $20.00 filing fee within 90 days of filing the Articles of Organization. The filing may be submitted online or by mail using CA Form LLC-12.
- Pay the $800.00 minimum franchise tax by the 15th day of fourth month following the month of formation. The tax may be paid online or by mail using CA Form 3522.
Ongoing Compliance Tasks
- Open company bank account.
- Create and maintain a company records book.
- Pay the $800 minimum franchise tax by April 15 each year. The tax may be paid online or by mail using CA Form 3522.
- File Statement of Information biennially and pay the $20.00 filing fee. The filing may be submitted online or by mail using CA Form LLC-12.
Dissolving a California LLC
Prior to completing and submitting the dissolution documents to the California Secretary of State, any delinquent tax returns as well as a final/current year tax return must be filed with the California Franchise Tax Board. All taxes owed, including penalties, fees, and interest, must be paid prior to filing the appropriate dissolution documents.
To dissolve a California domestic limited liability company you must file a “Certificate of Dissolution” and “Certificate of Cancellation.” However, if all the members unanimously vote to dissolve, only the “Certificate of Cancellation” is required. There is no fee to file these documents.
This page was updated on December 23, 2018.