How To Form a Limited Liability Company (LLC) in California
A limited liability corporation is a middle-ground approach between a small business and a full-blown corporation with a big board, lots of subsidiaries, and broad operational branches. In short, the LLC is a great way for a small or micro business to evolve into a bigger-sized company in California without the overhead of a traditional corporation or the cost of all the structure otherwise needed. It is also the ideal step for a California sole proprietorship or partnership to take a more professional appearance as well.
Forming an LLC in California does have a process. Here is how to form an LLC.
How To Form an LLC in California
If you want to start a business in California, forming a Limited Liability Company (LLC) may be the right choice. However, the process of forming an LLC in California can be complex, and it is important to understand the legal requirements and procedures involved.
Naming Your LLC
While many often assume they already have a business name, which might work fine for an LLC creation, formally creating a name for the business is the first step. Keep in mind that name creation is more than just a brand or identification; it is the creation of a new legal entity. This is a powerful change for a business, moving its legal existence from its owners to its own legal status.
Names have to be unique, though. So a search with the CA Secretary of State’sOffice is a must. If the name is a duplicate or too similar, the SOS will reject the name outright, as well as the related filings. Searches can be done through the SOS business name database.
If a name is viable, it can be reserved for a window of 60 days before the filings for the LLC are submitted. Note that there are restrictions on the name as well; it cannot have specific words, such as bank, insurer, trust, and more. Again, awareness is key before filing.
Representation
If your business has not yet used a registered agent, you will start when filing for an LLC creation. A registered agent or agent for process service is a legal requirement in California for any LLC. Notably, the agent has to have a brick-and-mortar address, not an online contact or a mailbox.
All of this information has to be included in the paperwork in the next step. If you need help with your business’s legal requirements, our San Francisco business attorney can help.
Filing the Paperwork
With a name confirmed and reserved, the next step is filing the Articles of Organization. The SOS requires every LLC to be established in documentation with its name, function or purpose, and details on how management will operate. The paperwork also needs to include contact information, a formal address, and any registered agent for the service of legal paperwork. This package can then be delivered to the SOS office by hand, online, or by U.S. mail with a $70 administrative fee.
Management Structure
The default approach of an LLC is to be directed by a member board, but an LLC can also be a head manager. Whichever the choice, the structure needs to be identified on creation.
Operating Agreement
There is no specific requirement for an operating agreement as far as the SOS criteria are concerned, but crafting one helps answer a lot of general operating issues up front and provides guardrails on how the LLC will function going forward. It is an ounce of prevention to avoid a pound of damage control.
Required Reporting
After the initial filing is complete and on record, every LLC also has to submit a Statement of Information with the SOS’ office within 90 days after the initial articles of organization are submitted (Form LLC-12). Once on record, the next report is required every other year (biennial reporting). A $20 administrative fee has to be paid as well each time.
Maintenance & Taxes
Do not forget that forming an LLC in California does not stop with the filing and reporting. The LLC also has to be compliant with required tax reporting as well. If an LLC is taxed as a corporation, it falls under corporate tax laws in CA.
The first year allows an exemption for an LLC formed in 2023; after that, a minimum $800 tax is applied every year as a minimum franchise tax. If the company earns more than $250,000 annually, then the tax amount is calculated off on annual income.
Forming an LLC With a San Francisco Business Attorney
James Braden, a San Francisco business attorney, can help you in the LLC creation process that is regularly used. Still, it has a number of subtle areas that can trigger mistakes. With a San Francisco business litigation lawyer helping through the process, basic mistakes can be avoided. Call James Braden today to get started.