An LLC in California (abbreviation from Limited Liability Company) is a form of legal entity which has a lot of similarities with California Partnership and Corporation. The members of LLC benefit from personal limited liability protection and they are not subject to double taxation. Under California law, it is allowed to form three types of LLCs:
- With a single member,
- Multi member LLC managed by its members,
- Multi member LLC managed by a manager.
Below, The Margarian Law Firm lawyers will introduce you the main steps of forming an LLC(limited liability company) in California as well as we will explain the main advantages of forming this type of legal entity. In addition, we are ready to provide answers to your initial questions concerning how you may form different types of legal entities in California for free.
- Steps to Take for Forming a California LLC
- Do I Need Attorney to Form a California LLC
- Related Articles
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1. Steps to Take for Forming a California LLC
If you have decided to form an LLC in California, you should take the following steps:
- Decide a Name for the LLC
You are free to name your entity as you want. However, there are some restrictions related to how you should choose the name of your LLC.
Pursuant to California law, the name of your LLC must end with the following words:
- “Limited Liability Company”,
- or “L.L.C.”
It should be noted that an LLC cannot be engage in banking, insurance, or trust activity as well as you may not form an LLC while operating a licensed activity (i.e. doctors, lawyers, etc.). Consequently, the name of an LLC may not contain the words like “insurer”, “insurance”, “bank” “banque”, “corporation” or any other word which mislead the public concerning the area of your practice. Additionally, it is prohibited to choose a name existing in the California Secretary of State records.
2. Write your LLC’s Articles of Organization
Your LLC is considered to be created by filing articles of organization with the California Secretary of State’s office. For this purpose, you should complete the Form LLC-1 and deliver it to the Office of Secretary of State. The fee is $70. Your articles of organization should contain the following information:
- the name of your LLC,
- the purpose of its creation,
- how you will manage the entity,
- its address,
- the registered agent’s name and address.
3. Nominate your Registered Agent
Under California law, every LLC is required to have a registered agent (a resident individual or corporation) who agrees prior to designation to receive and send legal papers on the LLC’s behalf if it is sued. It should be noted that an LLC may not serve as its own agent and it must have only one agent.
4. Create and Sign an Operating Agreement
In California, it is not obligatory to have an LLC operating agreement. However, it is advisable and can help the entity to avoid some problems in the future.
5. File a Statement of Information
Every California operation LLC must file Form LLC-12(Statement of Information) with the California Secretary of State. The fee is $20. It should be filed:
- within 90 days after filing Form LLC-1(articles of organization)
- every two years thereafter.
The Statement of Information must contain the following information:
- the LLC’s name and the address of its principal executive office(if the mailing address differs it should be additionally mentioned),
- the name and the address of the registered agent,
- the manager(s)’s and chief executive officer business and residence addresses,
- a valid e-mail address to receive notifications and renewals from the secretary of the state,
- the type of principal business activity.
6. Pay State Tax Obligations
Under California law, all LLCs(California and foreign) are required to pay California taxes. The amount of annual minimum franchise tax paid to the California Franchise Tax Board (FTB) is $800. However, there can be additional taxes. The fee is based on certain levels of the LLC income.
8. Comply With Other Legal Requirements
You need to cope with other tax and regulatory requirements under California law depending on the business you do in California.
obtaining an IRS EIN(employer identification number). If there are two or more members in your LLC, you need to have EIN even if you have no employees. There is no filing fee.
obtaining business licenses and permits. Depending on the type of your business and its location, you may need to get some federal government or local government licenses or permits.
Your LLC cannot be created for providing professional services. If your entity is formed for providing professional services, including any business activity which may be operated only if you have a professional state license(i.e., legal services), you can choose an alternative type of business formation, i.e. LLP(limited liability partnership)
9. Foreign companies working in California
If your LLC is formed outside of California, you need to register with the California Secretary of State. For this purpose, you need to file Form LLC-5 and pay a $70 fee.
10. Do I Need Attorney to Form a LLC in California?
If you have decided to do business in California and form a limited liability company, you will face the complicated process. An experienced and professional attorney may ensure that your business is running according to the state’s legal requirements.
Thus, choosing the right law firm which protects your interests is one of the most important decisions you will ever make for the prosperity of your business. The Margarian Law Firm lawyers are able to deploy exactly the right mix of required steps to meet the specific needs of a particular client, irrespective of location. A keen sense of collective responsibility and integrity therefore underpins everything we do. We offer a first-class service for your California business issues across our network.