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How to Start an LLC in California  - Guidelines

Limited Liability Company Name

The name of a Limited Liability Company must end with the words “limited liability company” or the abbreviation “LLC” or “L.L.C."  The words “limited'' and “company” may be abbreviated to “Ltd.” and “Co.,” respectively.  An available name may be reserved for a 60-day period.

**NOTE: The name availability check or reservation of a name does not guarantee the name meets all federal and state requirements related to a specific entity type. Names are reviewed for compliance by the Secretary of State's office when the documents are submitted for filing. 

Organizers / Members

The limited liability company can be formed by any one (1) or more persons. The person or persons who execute and file the articles of organization may, but need not, be members of the limited liability company. The limited liability company must have one or more members. 

Duration of LLC

The period of duration of a limited liability company may be perpetual.

Purpose Clause

A limited liability company may engage in any lawful business activity, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business.

Record Keeping Requirements

The LLC must have an office where its records are kept. This office may be (but is not required to be) one of its business locations in California, or its registered office. We cannot provide this service.

Registered Agent - Agent for Service of Process 

The limited liability company must maintain an agent for service of process in California. If an individual is designated as agent, include the agent’s business or residential street address in California (a P.O. Box address is not acceptable).  If another corporation is designated as agent, do not include the address of the designated corporation.

Note: Before another corporation may be designated as agent, that corporation must have previously filed with the Secretary of State a certificate pursuant to California Corporations Code section 1505. A corporation cannot act as its own agent and no domestic or foreign corporation may file pursuant to Section 1505 unless the Corporation is currently authorized to engage in business in California and is in good standing in the records of the California Secretary of State.

Operating Agreement

The members of a limited liability company should adopt and maintain a separate operating agreement. The agreement may contain any provisions regarding the affairs and conduct of the business of the company to the extent such provisions are not inconsistent with the laws of California or the Articles of Organization.

Filing Procedures

Submit to the Secretary of State one (1) executed original of the Articles of Organization. Within 90 days after the filing of the Articles of Organization, the company must file a Statement of Information.

California Franchise Tax Board

Pursuant to California Revenue and Taxation Code section 17941, every Limited Liability Company (LLC) that is doing business in California or that has Articles of Organization accepted or a Certificate of Registration issued by the Secretary of State’s office (pursuant to California Corporations Code section 17050 or 17451) AND is not taxed as a corporation, is subject to the annual LLC minimum tax of $800. The tax is paid to the California FRANCHISE TAX BOARD; is due for the taxable year of organization/registration and must be paid for each taxable year, or part there of, until a Certificate of Cancellation of Registration or Certificate of Cancellation of Articles of Organization (pursuant to Corporations Code section 17356 or 17455) is filed with the Secretary of State’s office. For further information regarding the payment of this tax, please contact the FRANCHISE TAX BOARD at 800-852-5711.