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A limited liability company (LLC) offers liability protection and tax advantages, among other benefits for small businesses.
If you've determined an LLC is the right business structure for your needs, follow these eight simple steps to get your California LLC up and running.
You'll need to choose a name to include in your articles before you can register your LLC.
Names must comply with California's naming requirements. The following are the most important requirements to keep in mind:
Additional considerations:
California requires you to appoint a registered agent for your LLC.
A registered agent is a person or entity authorized to receive service of process and other official legal documents and notices on behalf of your LLC. This is the person or entity who will receive legal documents, government correspondence, tax forms, as well as notice of lawsuits on the LLC's behalf.
A registered agent can be a person (including yourself or an employee of your LLC) or an entity that offers a registered agent service. They must meet the following criteria:
The Articles of Organization is a document that officially establishes your LLC by laying out basic information about it. In California, Articles of Organization can be filed with Form LLC-1.
Prepare Articles of Organization and file them with the California Secretary of State to properly register your California LLC. Though it sounds like a big job, that simply means filling out a relatively simple online form and submitting it. You can also send it by mail.
To prepare your articles, you'll usually need the following information:
Once you file your Articles, the secretary of state will review the filing. If the articles are approved, the LLC becomes a legal business entity. In California, you submit your application via regular mail, online, or in person.
The state will issue you a certificate that confirms the LLC formally exists after the LLC's formation documents are filed and approved. Filing online is the quickest way to receive your certificate.
This certificate will allow the LLC to obtain an Employer Identification Number (EIN), business licenses, and business bank account.
An operating agreement is a document that outlines the way your LLC will conduct business.
California requires an LLC to have an operating agreement, but it doesn't have to be filed. It should be readily accessible. A written operating agreement is helpful for various reasons, including settling disputes that may arise over financial agreements and other potential litigation. Without an agreement in place, the courts make determinations based on state law, not necessarily what is in the best interest of the LLC and its members.
The operating agreement can include, but is not limited to, the following:
All California LLCs are required to file a Statement of Information with the California Secretary of State within 90 days of forming the LLC.
A Statement of Information includes the following:
The nine-digit Employer Identification Number (EIN) is assigned by the Internal Revenue Service to identify your LLC for taxes. You can obtain your EIN by mail or online through the IRS.
The purpose of an EIN is to assist with the following:
To do business in California, an LLC must pay an $800 franchise tax fee. This fee must be paid regardless of whether the business makes any income and is due every year.
If your LLC's annual gross revenues exceed $250,000, an additional annual fee is also required.
There is an exemption for LLCs formed in California in 2021, 2022, or 2023. Under the new legislation, an LLC that registers or organizes to do business in California is exempt from the state's $800 minimum annual franchise tax for its first taxable year. In the second taxable year, the LLC must pay the $800 fee.
Registering your LLC gives you a legal foundation to conduct business. Plan to keep your LLC compliant and in active status on the state's website.
Every LLC transacting business in California must file a biennial report (also called a Statement of Information) with the Secretary of State and pay a fee. You must file the report every two years during a six-month" filing window," which is based on the month the LLC was formed.
The LLC must pay tax payments. If you have employees in your LLC, you must register with the California Employer Development Department and pay requisite employer taxes. If your LLC will be selling goods and collecting sales tax, you'll need to register with the appropriate California taxing authority. If you're collecting a sales tax, you must register with the California State Board of Equalization.
You also need to maintain a registered agent for your business.
A registered LLC also makes it possible for you to do the following:
Here's a closer look and breakdown of all the fees required to form an LLC in California.
You can file a $10 name reservation request to reserve your LLC name for a period of 60 days before registering it. Although this fee isn't required to register or form your LLC, a reservation might be a good idea to ensure you get the business name you want.
In California, all LLCs are required to file a statement of information within 90 days of registering an LLC. This can be filed online, in person, or via mail. The cost is $20. Failure to do so will result in a penalty.
A statement of information must be filed every two years, and a $20 fee is required each time.
In order to form an LLC, most states require you to draft and file articles of organization. The articles of organization is a document that officially establishes your LLC by laying out basic information about your business. You can file your Articles of Organization with the California Secretary of State for $70.
To do business in California, an LLC must pay an $800 franchise tax fee. This fee must be paid regardless of whether the business makes any income and is due every year.
If your LLC's annual gross revenues exceed $250,000, an additional annual fee is also required.
There is an exemption for LLCs formed in California in 2021, 2022, or 2023. Under the new legislation, an LLC that registers or organizes to do business in California is exempt from the state's $800 minimum annual franchise tax for its first taxable year. In the second taxable year, the LLC must pay the $800 fee.
If you have an LLC registered in another state and have plans to expand your business in California, you will have to pay to register as a foreign LLC. The cost to register is $70.
Depending on the nature of your business and geographical location, you may be required to obtain permits and licenses at the local or state level.
An amendment to the Articles of Organization costs $30.
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