How to Form an LLC in California
California Secretary of State—Business Entities
PO Box 944260
1500 11th Street—3rd Floor
Sacramento, CA 94244-2600
Statutory Authority: California Revised Uniform Limited Liability Company Act — Cal. Corp. Code § 2.6 (2013)
California LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy of each and filing fees, to the California Secretary of State.
California Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in California:
1. Company Name
3. Registered agent name and address
4. Management structure
6. Signature and printed name of each organizer
California LLC Fee Schedule
Name Reservation: $10.00
Articles of Organization: $70.00
Statement of Information $20.00
Application for Registration as a Foreign Limited Liability Company: $70.00
Certificate of Dissolution: No Fee
Certificate of Cancellation: No Fee
Expedited Service: $750.00—4 hours, $500.00—same day, $350.00—24 hours
Certified Copy: $5.00
Your company name must end with a limited liability company designator. In California the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct an entity search to confirm the availability of your proposed company name by mailing a Name Availability Inquiry Letter and self-addressed envelope to:
Secretary of State—Name Availability Unit
1500 11th Street—3rd Floor
Sacramento, CA 95814-5701
If the name you want is available you can reserve it for 60 days by mailing a “Name Reservation Request” form, along with a $10.00 filing fee, to the above address. NOTE: Reserving your company name is optional.
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 and to forward 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 should not 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.
The state provided forms 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:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain a company records book.
6. File form LLC-12 “Statement of Information”, along with a $20.00 filing fee and $5.00 disclosure fee, within 90 days of filing the Articles of Organization.
7. File form LLC-12 “Statement of Information” biennially.
8. Pay the $800.00 minimum California franchise tax.
Registering as a Foreign Entity
1. File an “Application to Register a Foreign Limited Liability Company” Form LLC-5 with the Secretary of State.
2. Attach a “Certificate of Good Standing” issued within the last six months by the state where the LLC was formed.
Dissolving a California LLC
1. 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.
2. 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.