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Start an LLC in California

How to form a limited liability company in California

To start an LLC in California, you file Articles of Organization with the California Secretary of State, giving key information about the organization of your LLC and how the business can be contacted. After you form an LLC, you must file periodic reports and tax returns with state agencies.

About Articles of Organization

You can obtain the latest Articles of Organization form (Form LLC-1) and all other forms for maintaining, changing, or terminating your LLC from the California Secretary of State . To complete the form, you need to know your company’s name, address, registered agent, and form of management.

Submit Articles of Organization via mail or in person at the addresses listed on the form. Check the Processing Times calendar to find out the current processing time for Articles of Organization, which are shown under Formations/Registrations).

If you need to change name or management details after filing Articles of Organization, file a Certificate of Amendment (Form LLC-2). To change addresses for the business or registered agent, file a Statement of Information (Form LLC-12).

Fees

The fee for filing Articles of Organization to start an LLC in California is $70. If you want to receive a certified copy of your filed Articles of Organization, you must pay an additional $5.

Naming your business

Your business name must be distinguishable from other names registered with the California Secretary of State and must not be misleading to the public. Check if your preferred name is available, and reserve a name up to 60 days before filing Articles of Organization.

Managers, members, or organizers

Form LLC-1 asks you to choose how your LLC is managed: by one manager, more than one manager, or the members. But the signatories to the form are identified as the organizer or organizers. Managers and organizers, or members and organizers, can be the same people within a company.

Members of the LLC have invested money in exchange for ownership interests, whereas managers don’t have ownership interest, and are appointed by the members to run the business. Organizers are responsible only for completing the application. They can be members or managers, and are often the LLC’s secretaries or lawyers.

Registered agent

You must designate a registered agent other than yourself that is located within the state of California. Registered agents receive legal service of process: in other words, notices of lawsuits. You may designate an individual or a registered agent company as your registered agent, with their permission.

Operating agreement

An Operating Agreement sets the rules for your company about ownership, distribution of profits, and how to make decisions. Operating agreements in California can be verbal or written, but it’s preferable to have a written copy, reviewed with an attorney. Operating agreements are not submitted to the state.

Running your LLC

How to comply with requirements once your LLC is established

Within 90 days of forming your LLC, file a Statement of Information (Form LLC-12) online or by mail. This form restates some information on the Articles of Organization and provides additional details about the LLC’s leadership. Thereafter, you must file a new Statement of Information approximately every 2 years.

If information reported on your Articles of Organization ever becomes outdated, you also need to file a Certificate of Amendment (Form LLC-2). Correct any mistakes on your original Articles of Organization

Tax considerations

Once you form an LLC in California, your LLC is liable for at least $800 in taxes each year, and potentially more depending on the income your business receives. Refer to the California Franchise Tax Board for more information on LLC taxes.

Meeting minutes

Meetings should be held, and meeting minutes recorded, in accordance with your operating agreement. Your LLC should designate a secretary to take minutes at each meeting, which at minimum should record who attended the meeting and what decisions were made.

Terminating your entity

To terminate your LLC, you must file a Certificate of Cancellation (Form LLC-4/7). If the members did not vote unanimously to dissolve the LLC, you must also file a Certificate of Dissolution (Form LLC-3). Under certain circumstances, you can file a Short Form Certificate of Cancellation (Form LLC-4/8) instead.

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