You must choose a name for your LLC that is unique. It cannot be the same as, or too similar to, an existing name in the California Secretary of State records, and it cannot be misleading to the public.
Names may be checked for availability by searching the California Secretary of State’s business name database. An available name may be reserved for up to 60 days by filing a Name Reservation Request form. The form must be postal mailed or hand delivered to the California Secretary of State’s office.
Under California law, an LLC’s name must end with Limited Liability Company or the abbreviations LLC or L.L.C. The words Limited and Company may be abbreviated to Ltd. and Co. The LLC’s name may not contain the words bank, trust, trustee, incorporated, inc., corporation, corp., insurer, insurance company, or any other words suggesting that it is in the insurance business.
The Secretary of State provides additional, important information regarding business name availability both online and in a downloadable publication (Business Entity: Name Regulations & Additional Statutory Requirements and Restrictions).
A California LLC is created by filing Articles of Organization, Form LLC-1, with the California Secretary of State’s office. The articles must include the LLC's name, its purpose, information on how it will be managed, its address, and the name and address of its registered agent.
You can complete Form LLC-1 online or you can mail or hand deliver the form to the Secretary of State’s office. The filing fee is $70. With hand-delivered filings at the Sacramento Secretary of State's office, you can request expedited filing for an additional fee.
Every California LLC must have an agent for service of process (called a registered agent in other states). This is an individual or company that agrees to accept legal papers on the LLC’s behalf if it is sued. An LLC may not serve as its own agent for service of process. The agent should agree to accept service of process on behalf of the limited liability company prior to designation.
Individual agents must reside in California and their street address (not a P.O. box) must be listed in the LLC’s articles of organization. The agent may be a member, manager, or officer of the LLC, but doesn't need to be affiliated with the LLC.
The California Secretary of State maintains a list of private service companies (commercial registered agents) that will act as agent for service of process for a fee.
Most small multi-member LLCs choose to be managed directly by their members, but LLCs can appoint a manager or small group of managers to manage the LLC - somewhat like a board of directors oversees a corporation. Managers vote on key issues such as taking out a loan, purchasing real estate, or changing strategic plans.
An LLC operating agreement is not required by the Secretary of State, but is highly advisable. If you've already formed an LLC, Nolo offers an LLC operating agreement that you can create online. For help creating an LLC and an operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC.
All of the paperwork to start a limited liability company can be done online using Nolo's Online LLC Formation service.
Every California and foreign LLC registered in California must file a Statement of Information, Form LLC-12, with the California Secretary of State within 90 days after filing their articles of organization. Thereafter, a Statement of Information must be filed every two years (biennial). The filing period is the calendar month when the original articles of organization were filed and the prior five calendar months. You can file the statement online or print it out and mail or hand deliver it to the California Secretary of State. The filing fee is $20.
The Statement of Information must include:
All LLCs and foreign LLCs must pay California taxes to the California Franchise Tax Board (FTB) if 1) they are organized in California, registered in California, or conduct business in California; and 2) they have not elected to be taxed as a corporation—that is, they are taxed as a partnership or sole proprietorship (disregarded entities). LLCs taxed as corporations must comply with California’s corporate tax rules.
Annual minimum tax: All LLCs doing business in California must pay an annual minimum franchise tax of $800. You submit the annual tax to the Franchise Tax Board using Form 3522, Limited Liability Company Tax Voucher.
Additional taxes: LLCs with net income over $250,000 must pay an additional fee based on their total annual income.
Filing procedures: All LLCs must file California Form 568, Limited Liability Company Return of Income, by the 15th day of the 4th month after the close of the LLC’s taxable year (April 15th for most LLCs). You can find the Limited Liability Company Tax Booklet, which includes Forms 568 and 3522, on the California Franchise Tax Board's website.
You will need to comply with any other tax and regulatory requirements that apply to your LLC. These may include the following:
EIN: If your LLC has more than one member, you will need to get an IRS Employer Identification Number (EIN) for it, even if the LLC has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website or by filing IRS Form SS-4. There is no filing fee.
Business licenses: Depending on what type of business your LLC is engaged in and where it is located, you may need to obtain other local and state business licenses. For more information, go to CalGold on the California Office of Business and Economic Development website.
Sales and employer taxes: In some cases (for example if you will be selling goods and collecting sales tax or if you have employees), you’ll need to register with the appropriate California taxing authority. For example, if you will be collecting sales tax, you'll have to register with California State Board of Equalization (BOE), which you can do online or in person at a BOE field office. For employer taxes, register with the California Employment Development Department (EDD). For more information on state LLC tax registration, see Nolo's article LLC Annual Filing Requirements in California.
If you are just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business. To learn more about LLCs and decide if it is the right business structure for you, see What is a Limited Liability Company (LLC)?
It is important to make sure that your LLC's name is distinguishable from the names of other existing businesses on file with the California Secretary of State. You can conduct a name search for free on the California SOS website to make sure your proposed name is available.
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but will often cost you hundreds, if not thousands, of dollars in the process. Nolo's Online LLC formation service can complete all of the paperwork and filings for you, with packages starting at just $49.00. To learn more about the costs associated with forming and running an LLC, see How Much Does It Cost to Form an LLC?
California does not require LLCs to have operating agreements, but it is highly advisable to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default. For more information, see The LLC Operating Agreement.
All LLCs organized outside of California must register with the California Secretary of State to do business in California. To register, you must file Form LLC-5, Application to Register a Foreign Limited Liability Company and pay a $70 fee. The form must be filed by postal mail or may be dropped off in person for an additional fee. The LLC must appoint a California agent for service of process (registered agent) and provide a certificate of good standing from the agency where the LLC was originally formed. For details, see the business entities section of the Secretary of State’s website and Nolo's article, Qualifying to Do Business Outside Your State.
For information on other California business entities, see Nolo's section on Starting a Business in California.
For most formation purposes, a California single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in California are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see Nolo’s article, How Single-Member LLCs Pay Federal Income Tax.
Under California law, LLCs cannot be formed to provide professional services. Professional services include any service that requires a professional state license. If you don’t know whether your service requires a state license, see the California Department of Consumer Affairs website. As an alternative to forming an LLC, California professionals may form limited liability partnerships (LLPs).
If you reach the point where it is time to close your business and cease all operations, then you will want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Learn about the steps you will need to take in How to Dissolve an LLC in California.