Form a California LLC

How to Form an LLC in California

SECTION: QUICK-START GUIDE

How to Form an LLC in California

Read our Quick-Start guide for answers to your questions. Click on any one of the links for more information.

Open an LLC

An individual can open a limited liability company or foreign limited liability company online, by phone or by mail.

By Website

Visit the California Secretary of State website here (https://www.sos.ca.gov/).

By Phone

Call (800) 657-5448 for more information. If you are in-state, call 916-657-5448.

By Mail

California Secretary of State
Document Filing Support
PO Box 944228
Sacramento CA 94244-2280

In Person

California Secretary of State
1500 11th Street
Sacramento, CA 95814

You can find limited liability company information here (https://www.ftb.ca.gov/forms/misc/3556.html).

Name Search

Many LLC filers often have trouble submitting applications because of name issues, errors and misstatements. To resolve this issue, we can conduct a California LLC search and help you conduct an LLC search. Keep in mind that a California LLC lookup will be subject to conditions. Think about the following as you are adopting a name for your LLC.

  • Names adopted cannot be misleading to the public.
  • Names are not checked against trademark or service mark registrations.
  • Names adopted can be reserved for 60 days.
  • Reservations can be renewed to the same applicant but not for consecutive 60-day periods.

You may conduct a California LLC Name Search by completing a Name Availability Inquiry Letter form. You may complete and submit the completed form by mail. Include a self-addressed stamp envelope to the following address:

Secretary of State
Name Availability Unit
1500 11th Street, 3rd Floor
Sacramento, CA 95814

The Name Availability Unit does not accept email and online requests. Submitting a Name Availability Inquiry Letter does not reserve a proposed LLC name. We can provide this service for you.

Prepay Account: Deposit $100

To check name availability, you can set up a Prepay Account with the California Secretary of State for Priority Telephone Service. Priority Telephone Service requires a minimum deposit of $100. The following fees apply:

  • $4 fee charged for each name availability search
  • $10 fee charged for name reservation

You may submit an email request for information on how to establish a prepay account to the following: California Secretary of State’s Fiscal Office, (916) 653-1233. The Fiscal Office staff cannot determine name availability or reserve a name.

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Registered Agent

The registered agent of a limited liability company or foreign limited liability company is the agent for service of process. An agent for service of process is an individual who resides in the state of California and who can receive court papers if the limited liability company or foreign limited liability company is sued. A corporation may serve as an agent for service of process. For a corporation to serve as an agent for service of process, the corporation must have a filed certificate pursuant to California Corporations Code section 1505. A limited liability company or foreign limited liability company cannot serve as its own agent for service of process.

Filing Forms

The Sacramento Office accepts the following requests by mail or drop-in:

a) Check for name availability (by mail).
b) Reserve a name.
c) File a document.
d) Request information (certificates of filed documents and status reports).

The costs for each form filing vary by type of limited liability company.

For Domestic LLCs

These are the filing forms for domestic limited liability companies.

Formation—Articles of Organization: $70
Submit information using Form LLC-1.

Statement of Information: $20
Submit information using Form LLC-12. Submit Statement of Information within 90 days of initial registration and every two years thereafter. The Statement of Information can be submitted electronically and is generally processed in one day. Paper submissions must be submitted either by mail or in person to the Secretary of State’s Office in Sacramento.

Attachment to Statement of Information: No fee.
Submit information using Form LLC-12A.

Statement of No Change: $20
Submit information using Form LLC-12NC. Submit information using Form LLC-12NC if the initial Statement of Information has no changes and the Statement of Information is due.

Certificate of Amendment: $30
Submit information using Form LLC-2.

Restated Articles of Organization: $30
Submit information using Form LLC-10.

Certificate of Correction: $30
Submit information using Form LLC-11.

Name Availability and Reservations: $10
Submit a name and information request form.

Substituted Service of Process: $50
No form is required.

For Foreign LLCs

These are the filing forms for foreign limited liability companies.

Application to Register: $70
Submit information using Form LLC-5.

Name Change Amendment: $30
Submit information using Form LLC-6.

Statement of Information: $20
Submit information using Form LLC-12. Submit Statement of Information within 90 days of initial registration and every two years thereafter.

Attachment to Statement of Information: No fee
Submit information using Form LLC-12A.

Statement of No Change: $20
Submit information using Form LLC-12NC if the initial Statement of Information has no changes and the Statement of Information is due.

Limited Liability Company Mergers: $70
Submit information using Form OBE MERGER-1. Mergers are between LLCs only.

Substituted Service of Process: $50
No form is required.

Name Reservations: $10
No form is required.

All domestic and foreign filings and contents submitted to the California Secretary of State are made available to the public. This includes information you may consider private: names, phone numbers, email addresses, mailing and street addresses. The public can view and download information and documents using a digital search tool. Online filings require an electronic signature, computer-generated. Digital signatures are not accepted for business filings.

Operating Agreement

The LLC operating agreement defines the manner with which to organize and manage the limited liability company or foreign limited liability company. The operating agreement may be oral or in written form, including sole member LLCs. The LLC operating agreement California is maintained by the limited liability company or foreign limited liability company. The Articles of Organization is filed with the California Secretary of State.

Tax ID Number (EIN)

The Internal Revenue Service (IRS) issues federal identification numbers called Employer Identification Number (EIN) and administers federal payroll and income taxes. This includes social security, Medicare, federal unemployment insurance, and federal income tax withholding.

You may apply for an EIN online on the IRS website. Applying for an EIN is a free service.

Statement of Information: $20

California limited liability company authorized representatives must file a Statement of Information with the California Secretary of State. The fee required for filing a domestic limited liability company is $20. For foreign limited liability companies, the fee of $5 is in addition to the standard fee of $25 for a total of $25. To file LLC online, organizers may pay the fee using a Visa or Mastercard. The authorized representatives will receive a PDF copy of the filed Statement of Information.

$800 Annual Tax

Organized and/or registered limited liability companies and foreign limited liability companies are subject to an annual tax even if they do no business in the state. There is a 15-day exception for those organized and/or registered limited liability companies and foreign limited liability companies if they do not conduct any business in California during the tax year or if their tax year is 15 days or less.

The due date for the $800 Annual Tax for domestic limited liability companies is the 15th day of the 4th month after filing the Articles of Organization with the California Secretary of State. This pays the first-year annual tax.

The due date for the $800 Annual Tax for foreign limited liability companies that register or commence business in California after the 15th day of the 4th month of their tax year must pay the annual tax immediately when they commence business or when they register with the Secretary of State, whichever occurs first.

The limited liability company or foreign limited liability company must complete FTB 3522, LLC Tax Voucher to pay the $800 Annual Tax and submit the completed form to the following address:

Franchise Tax Board
P.O. Box 942857
Sacramento, CA 94257-0631

California LLC Costs

California LLC Fee

The limited liability company or foreign limited liability company is subject to an annual fee based upon their total income from sources derived or attributable to California. Limited liability companies or foreign limited liability companies must pay the annual fee by the 15th day of the 6th month of the current tax year. The fee amount below is based upon tax year 2001 and after:

  1. If the total income rounded to the nearest whole dollar is $250,000 – $499, 999, the fee is $900.
  2. If the total income rounded to the nearest whole dollar is $500,000 – $999,999, the fee is $2,500.
  3. If the total income rounded to the nearest whole dollar is $1,000,000 – $,999,999, the fee is $6,000.
  4. If the total income rounded to the nearest whole dollar is $5,000,000 or more, the fee is $11,790.

There are additional tax years prior to 2001 with different fee amounts. Please visit here for more information (https://www.ftb.ca.gov/forms/misc/3556.html).

The limited liability company or foreign limited liability company must file Form FTB 568, Limited Liability Company Return of Income, to pay the LLC Fee. The LLC must send Form 568 to the following address along with necessary schedules and payment applicable for fee:

Franchise Tax Board
P.O. Box 942857
Sacramento, CA 94257-0601

If no payment is due, send completed Form 568 to the following address:

Franchise Tax Board
P.O. Box 942857
Sacramento, CA 94257-0600

Limited liability companies or foreign limited liability companies use Form 568 to pay Nonconsenting Nonresident (NCNR) members’ tax, deficits, and fees after filing the LLC fee.

The limited liability company or foreign limited liability company may pay the estimated fee using the FTB 3536, Estimated Fee for LLCs form. If the LLC underestimates its fee, the LLC will be subject to penalty equal to 10 percent of the amount of the underpayment.

Send the estimated LLC payment with the completed FTB 3536, Estimated Fee for LLCs to the following address:

Franchise Tax Board
P.O. Box 942857
Sacramento, CA 94257-0651

For an extension of time to file, but not an extension of time to pay, file Form FTB 3537, Payment for Automatic Extension for LLCs. The Franchise Tax Board grants an automatic six-month extension to file a tax return.

If the limited liability company or foreign limited liability company does not owe any fee, then it does not need to file any forms on the regular due date of the tax return if filing under automatic extension.

An LLC will use Form FTB 3537 if the LLC cannot file Form 568 by the due date AND the LLC owes NCNR members’ taxes.

Send payment and Form FTB 3537 to the following address:

Franchise Tax Board
P.O. Box 942857
Sacramento, CA 94257-0651

LLC California Cost

Name Reservation: $10

California limited liability company organizers must enclose a Name Reservation Request form, enclose a self-addressed stamped envelope, and attach a check in the amount of $10 made payable to the California Secretary of State. The following delivery options are available:

By Mail

Secretary of State
Name Availability Unit
1500 11th Street, 3rd Floor
Sacramento, CA 95814

In Person (drop off)

Drop off requests must include a separate, non-refundable special handling $10 fee. The additional fee is not applicable to requests by mail. Drop off the Name Reservation Request Form at the Sacramento office.

Secretary of State
Name Availability Unit
1500 11th Street, 3rd Floor
Sacramento, CA 95814

The California Secretary of State accepts one name reservation per request form. You can list up to three names in order of preference. The first available name will be researched and reserved for 60 days. The remaining names will not be researched. The Secretary of State office does not accept email and online requests.

Reservation of a proposed California limited liability company or foreign limited liability company does not guarantee that the reserved name complies with all federal, state, and local laws. We can provide research services to determine if your proposed name complies with various laws.

Foreign limited liability companies can register a name with the Secretary of State using the Registration of Corporate Name by Foreign Corporation. The proposed name must be available. The foreign limited liability company cannot transact intrastate business prior to filing the name. The registration is effective upon the close of the calendar year.

Foreign limited liability companies can submit a Certificate of Cancellation of Foreign Name Registration with the California Secretary of State.

California SOS Contact

The California Secretary of State contact information includes officers, contact information, and email addresses.

Office Hours

Monday through Friday
8:00 a.m. to 5:00 p.m.
(excluding state holidays)

Mailing Address

1500 11th Street
Sacramento, CA 95814

Phone Number

(916) 657–5448

Emails and Addresses

The email contact forms are available on the Secretary of State government website under Contact Information – Business Entities. Click here for more information: https://www.sos.ca.gov/business-programs/business-entities/contact/

Statement of Information

Statement of Information
P.O. Box 944230
Sacramento, CA 94244–2300

Limited Liability Company Filings

Limited Liability Company Filings
P.O. Box 944260
Sacramento, CA 94244–2600

Business Entities Name Availability

This includes corporation, limited liability company, and limited partnership names.

Business Entities Name Availability
1500 11th Street,
3rd Floor
Sacramento, CA 95814

Business Entities Records Request

This includes copies, status reports, and certificates.

Business Entities Records Request
P.O. Box 944260
Sacramento, CA 94244–2600

Substitute Service of Process

This must be hand-delivered.

1500 11th Street
3rd Floor, Room 390
Sacramento, CA 95814

Processing Times

Processing times vary for type of requests. For more information, visit here. https://www.sos.ca.gov/business-programs/business-entities/processing-times/

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CALIFORNIA Limited Liability Company

Starting an LLC in California is multi-step and requires the submission of multiple forms. Do you want to learn more about California limited liability companies? Take our course.

Organization Type

Forming an LLC in California begins with choosing the type of business. A limited liability company is a business organization, a domestic entity, except when referred to as a foreign limited liability company. An LLC may serve any lawful purpose, regardless of whether for profit.

The organizer of an LLC is a person who acts under the California code. The person of an LLC can be one of the following:

  1. Individual
  2. Partnership
  3. Limited partnership
  4. Association
  5. Corporation
  6. Limited liability company
  7. Other entity

The person has rights to form the LLC and conduct business on its behalf based upon the articles of organization and the operating agreement.

The name of the limited liability company must contain one of the following:

  • Limited Liability Company
  • L.L.C.
  • LLC
  • Ltd.
  • Company
  • Co.

Under the Secretary of State, and subject to the provisions of the California Code, a limited liability company may apply to transact business under a different name. However, the LLC’s name cannot possess any of the following:

  1. Trust
  2. Trustee
  3. Incorporated
  4. Inc.
  5. Corporation
  6. Corp.
  7. Insurer
  8. Insurance Company
  9. Bank

The name of the LLC cannot contain any reference to suggest the issuing of insurance policies or assuming insurance risks.

Articles of Organization

The articles of organization of a California limited liability company gives persons the right to transact business, carry out operations, and exercise powers specific to a state, territory, district, possession, and dependence in the United States as well as in any foreign country.

Examples of business transactions may include:

1.  Sue or be sued, defend any action through arbitration, proceeding, judicial and administrative.
2. Make contracts and guarantees; incur liabilities.
3. Sell, lease, exchange, transfer, convey, mortgage, and pledge assets in real or personal property.
4. Lend money to its managers or members.
5. Issue notes and bonds and secure assets through mortgage or security interest in assets.
6. Purchase and maintain insurance.
7. Pay pensions and additional compensation.

Most importantly, the LLC can insure its individual managers, officers, members, and employees.

Using a prescribed form, one or more organizers of the LLC must represent the following in the articles of organization:

  • Statement that the purpose of the LLC is to engage in lawful activity
  • Name of the limited liability company
  • Street address of the initial designated office
  • Mailing address of the limited liability company, if different from the mailing address
  • Name and address of the initial agent for service of process
  • Articles of organization shall contain statement attesting to manager-managed LLC.
  • Articles of organization shall contain statement attesting to one manager of a manager-managed LLC.

Organizers of the LLC and foreign limited liability company must sign and deliver to the Secretary of State the articles of organization. An LLC is official when the articles of organization are filed with the Secretary of State. The Secretary of State may cancel the filing of the articles of organization if payment is not paid upon presentation.

California limited liability companies can amend the articles of organization using the certificate of amendment, which is a form prescribed by the Secretary of State. The amendment must state the following:

I- Present name of the limited liability company
II- Secretary of State’s file number for the limited liability company
III- Changes the amendment makes to the articles of organization as most recently amended or restated

If the articles of organization are restated, the LLC must represent “Restated Articles of Organization” on the prescribed form and submit to the Secretary of State.

Restatement of articles of organization are duly executed by at least one manager of a manager-managed limited liability company or at least one member if a member-managed company.

California limited liability companies and foreign limited liability companies can file a certificate of correction on a form prescribed by the Secretary of State to correct a record. If a record contains inaccurate information or the LLC did not sign the record appropriately, the LLC must submit a correction and ensure that the certificate of correction does not state a delayed effective date. The submission of the certificate of correction is subject to the following conditions:

  • State the present name of the limited liability company or foreign limited liability company.
  • Describe the title to the document for correction.
  • Include the name of each party to the document for correction.
  • Specify the inaccurate information, the reason that it is inaccurate, and how the initial signing of the document was defective.
  • Correct the defective signature or the inaccurate information.

The certificate of correction is executed in the same manner under which it was required to be executed. A certificate of correction is effective retroactively, but the statement is considered effective when filed.

Record

Records delivered to the California Secretary of State must not contain inaccurate information.

The California Code stipulates that if a person suffers loss as a result of inaccurate information, the person may recover damages, which is subject to the following conditions:

1. If the person signing the record, or caused another person to sign the record, knew the information was inaccurate
2. If the member of a member-managed limited liability company or a manager of a manager-managed limited liability company delivered the record for filing on behalf of the LLC and/or had notice of the inaccuracy for a reasonably sufficient time and another party relied on the information
3. If a member or manager could have submitted an amendment under the code
4. If a member or manger could have filed a petition under the code
5. If a member or manger could have filed a statement of information or a certificate of correction

The operating agreement may relieve a member of responsibility for maintaining accuracy of information contained in records.

Membership Type

Formation of an LLC is based upon type of membership and interest in the LLC. For example, there are two types of membership interests: managers and members.

I- Majority of Managers: This means that the managers hold more than 50 percent interest in the LLC.
II- Majority of Members: This means that the members hold more than 50 percent interest in the LLC.

The manager designation falls under provisions of the operating agreement. The manager may be held responsibility alone or in concert with others, for performing management functions.

The member designation is based upon provisions of the operating agreement. The member is a person of the limited liability company. The membership’s interest includes member’s rights, which can be transferable, voting rights and right to information concerning the business.

There are manager-managed LLCs and member-managed LLCs subject to different provisions under the California code.

Operating Agreement

The LLC operating agreement defines the manner with which to organize and manage the limited liability company. The operating agreement may be oral or in written form, including sole member LLCs.

However, for single-member LLCs, the operating agreement is unenforceable because of their being only one member who is a party to the agreement.

A person that becomes a member of an LLC is deemed to assent to the operating agreement.

Two or more members are required to form a California limited liability company.

The operating agreement governs the following:

  • Relations among the members, between the members of the LLC
  • Rights and duties of the LLC of a person in the capacity of manager
  • Activities and conduct of the LLC
  • Conditions for amending the operating agreement
  • Fiduciary duties of a manager to a manager-managed LLC and duties of a member to a member-managed LLC
  • Relieve the duties of a member of a member-managed LLC to the benefit of the member. This relieves, eliminates and limits fiduciary duty.
  • Alter the indemnification for a member or manager. This includes eliminating or limiting a member or manager’s liability to the LLC and members for monetary damages.

The operating agreement cannot vary the law under the California Code. This includes:

  1. Varying the limited liability’s capacity
  2. Varying the law applicable under the code
  3. Varying the power of the court
  4. Eliminating duty of loyalty
  5. Eliminating the duty of care
  6. Eliminating fiduciary duty
  7. Eliminating contractual obligation of good faith and fair dealing
  8. Unreasonably restricting a member under a section of the code
  9. Restricting the rights of a person other than a member or manager
  10. Varying member’s rights
  11. Varying definitions under the code
  12. Altering or eliminating indemnification

The operating agreement outlines transfer rights, which include the following:

  • Assignment
  • Conveyance
  • Deed
  • Bill of sale
  • Lease
  • Mortgage
  • Security interest
  • Encumbrance
  • Gift
  • Transfer by operation of law

Transferable interest refers to the person’s capacity as a member, which may be subject to a vote by written consent or consent given by electronic transmission.

A member of an LLC may consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction or courts of the state of California.

Members using the arbitration process consent to be nonexclusively subject to arbitration in a specified state or states and the state of California.

A member may consent to be served with legal process in the manner prescribed in the operating agreement. This is along with the consent to the jurisdiction of the courts or arbitration.

Principal Office

An LLC must maintain the following in California:

I- Office: Managers and members do not have to conduct activities in the state.
II- Agent: The agent is necessary for service of process.

Foreign limited liability companies must obtain a certificate of registration and maintain in California an agent for service of process.

The agent for service of process for an LLC must be an individual who is a resident of California. The agent may be a corporation with the capacity to act as an agent.

An LLC must maintain the following in writing or in any form capable of converting to legible, tangible form:

1) Current list of the full name, known business or residence address of each member or transferee, in alphabetical order, with information on contribution, share in profits and assets of each member or transferee

2) Current list of the full name, known business or residence address of each manager for manager-managed LLCs

3) Copy of the articles of organization and all amendments, with any powers of attorney

4) Copies of limited liability company’s federal, state, and local income tax, or information returns and reports, for six most recent fiscal years
5) Copy of the limited liability company operating agreement, in writing, amendments, powers of attorney

6) Copies of the financial statement of the limited liability company, six most recent fiscal years

7) Books and records of the LLC, current and past four fiscal years

The LLC is required to maintain these records, especially as they relate to internal affairs.

California limited liability companies for foreign limited liability companies may change the following:

  • Designated office
  • Principal office
  • Agent for service of process
  • Address of the agent for service of process
  • Mailing address

For foreign limited liability companies, LLCs can change their California principal business office in the state by delivering to the Secretary of State a statement of information.

The statement of information is effective when filed.

Agent for Service of Process

An LLC must designate an agent for service of process in the state.

A designated agent for service of process for an LLC or foreign limited liability company must be a resident of California or a corporation that has complied with provisions under the code. The corporation must have the capacity to act as an agent whose capacity as an agent has not terminated.

Corporations designated as an agent for service of process must file an instrument with the Secretary of State. An address is unnecessary in the instrument for the agent for service of process.

An agent for service of process may resign from a limited liability company or foreign limited liability company. The agent must deliver to the Secretary of State a signed and acknowledged statement of resignation as an agent for service of process. The agent for service of process must submit the statement for filing on a form prescribed by the Secretary of State. The agent for service of process must indicate name and a statement that the agent is resigning.

Upon filing the statement of resignation, the agent for service of progress will cease. The Secretary of State will mail notice of the statement of resignation to the designated office of the limited liability company or foreign limited liability company.

The following conditions apply to submit an amended statement of information:

a) If the designated agent for service of process dies or resigns or no longer lives in the state

If the corporate agent is designated as an agent for service of process does the following:

I- Resigns
II- Dissolves
III- Withdraws from the state
IV- Forfeits its right to transact intrastate business in the state
V- Has its corporate rights, powers, privileges suspended, or ceases to exist

The Secretary of State may destroy or dispose of a resignation after a new statement of information form is filed.

California limited liability companies may submit a substitute for service of process under the following conditions:

  • 1) When previous attempts of service of process have been successful
  • 2) When direct service has been proven to the court to be successful and the court orders that the service of process can be hand delivered to the Secretary of State’s office in Sacramento, as substituted service of process

The limited liability company and foreign limited liability company must deliver the following documents:

  • a) Copy of the process to be served: This generally includes the summons and complaint.
  • b) Copy of the court order permitting the service of process
  • c) Statutory fee of $50

Substituted service of process must be hand-delivered to the public counter of the Sacramento office to this location:

Office Location
Monday through Friday
8:00 a.m. to 5:00 p.m.
(excluding state holidays)
1500 11th Street, Room 390
Sacramento, CA 95814

Responding to Process of Service

The State of California may deliver a process of service to a limited liability company or foreign limited liability company. Service of process may be delivered to the designated agent or if the designated agent is a corporation, to any person named on the certificate of the corporate agent. The service of process is valid upon delivery. The following conditions apply:

  1. No change in the agent for service of process address shall be valid unless amendment to the statement of information is filed with the Secretary of State.
  2. The service of process must be delivered by hand to the Secretary of State or to a person with the capacity of assistant or deputy. The service of process must include one copy for each defendant served. There must also be a copy of the court order authorizing the service and the fee. The court order will set forth the address to which the process is sent from the Secretary of State.

If the designated agent for service of process resigns but has not been replaced or if a designated agent cannot be found at the designated office for delivery of the process, the following applies:

  • The affidavit to the satisfaction of the court must show that service of process against a limited liability company or foreign limited liability company cannot be served with reasonable diligence.
  • The court can order that the service of process be delivered to the office of the Secretary of State of a domestic limited liability company or upon a foreign limited liability company.
  • Any person acting in the capacity of assistant or deputy in the Secretary of State’s office may accept delivery.
  • The person will receive one copy of the process to each defendant served.
  • The person will receive a copy of the order authorizing service.
  • Service in this manner is deemed complete on the 10th day of delivery of the process to the Secretary of State.

Upon payment of the fee for service of process, the Secretary of State shall give notice of the service of process to the limited liability company or foreign limited liability company at the principal office and forward a copy of the service of process by registered mail with request for return receipt.

The Secretary of State shall do the following:

  • Keep a record of the process served.
  • Certify the process using the official seal.
  • Certify the receipt of process.
  • Give notice to the limited liability company.
  • Give notice to the foreign limited liability company.
  • Forward the process under the code.

The record under the Secretary of State’s seal is competent and prima facie evidence of the service of process. Be sure to check out the process to get an LLC in Colorado next.

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FAQ's

A: Different business entities can be formed in California. A limited liability company or a foreign limited liability company require submission of the Articles of Organization on Form LLC-1.

A: The California Secretary of State does not issue licenses or permits for business entities. The LLC must secure a license or permit through their local governing body usually their county in which the business is located. A fictitious business name is usually filed with the LLC’s county office.

A: Operating agreements and bylaws are maintained by the LLC.

A: A foreign limited liability company is defined as out-of-state and/or out-of-country. Before a foreign limited liability company can transact intrastate business in California, the foreign LLC must qualify and register with the California Secretary of State. The California Corporations Code sections 191, 15901.02(ai), and 17708.03 define “transacting intrastate” as entering into repeated and successive transactions of its business in California other than interstate or foreign commerce.

A: A foreign LLC must file an Application to Register on Form LLC-5. The foreign LLC must attach a valid certificate of good standing by an authorized public official of their foreign jurisdiction.

A: Statement of Information filings vary by business entity and jurisdiction. Please refer to the applicable form for complete filing instructions, fees, and statutory filing provisions.

A: A limited liability company or foreign limited liability company in California, or transacting business intrastate, must pay the $800 Annual Tax assessed by the Franchise Tax Board. For domestic LLCs and foreign LLCs, the $800 Annual Tax is due to the Franchise Tax Board by the 15th day of the 4th month. Conditions apply. See the appropriate section on this site.

A limited liability company or foreign limited liability company in California must submit the state LLC annual tax payment based upon sources derived from or attributable to California. The limited liability company or foreign limited liability company must estimate total income from California sources and pay the annual fee by the 15th day of the 6th month of the current tax year. Conditions apply. See the appropriate section on this site.

A:
A California limited liability company or foreign limited liability company that receives a solicitation letter can mail a written complaint along with the entire solicitation and related documents, including the outer and return envelopes, to the California Attorney General’s office to the following address:

California Attorney General’s Office
Public Inquiry Unit
P.O. Box 944255
Sacramento, California 94244–2550

Complaint forms can be submitted online and printed. Submit the printed copy to the address. The CA Attorney General’s office website address is here: oag.ca.gov/consumers/general.

How do I change my LLC’s address of record, name and/or address of the agent for service of process, and names of managers of a manager-managed limited liability company or foreign limited liability company and names of members of a member-managed limited liability company or foreign limited liability company?

A domestic limited liability company or foreign limited liability company can change recorded information by filing the applicable form. For California limited liability companies and foreign limited liability companies, file a Statement of Information – Domestic or Foreign Limited Liability Company on Form LLC-12. The form must be completed in its entirety.

A: The agent for service of process is an individual resident of California, or an individual who resides in California, designated to accept service of process. This applies to court papers especially when the limited liability company is sued. If a limited liability company designates a corporation for service of process, the corporation must have previously filed a certificate pursuant to California Corporations Code section 1505.

A: A limited liability company cannot serve as its own agent for service of process.

A: A corporation must be authorized to act as an agent for service of process. The corporation is labeled a Registered Corporate Agent. The California Secretary of State has a List of Registered Corporate Agents available here (https://businessfilings.sos.ca.gov/frmlist1505s.asp).

A California limited liability company or foreign limited liability company must request approval from the corporate agent before naming the corporation as an agent for service of process. The address of a Registered Corporate Agent is available on the Secretary of State’s business search site available here (https://businesssearch.sos.ca.gov/).

A:  A California limited liability company or foreign limited liability company can change the name and address of its registered agent by filing the applicable form with the California Secretary of State. For domestic limited liability companies and foreign limited liability companies, file a Statement of Information – Domestic or Foreign Limited Liability Company, Form LLC-12. Complete the form in its entirety.

What if I cannot serve the designated agent with court papers, can I use the Secretary of State office to serve the papers?

For substituted service of process through the Secretary of State, please refer to the Service of Process site here (https://www.sos.ca.gov/business-programs/business-entities/service-process/).

A:  A Statement of Information must be filed every year for limited liability companies and foreign limited liability companies. A Statement of information must be filed for changes to name and address of an agent for service of process, if an agent for service of process resigns, and if the LLC’s or foreign LLC’s address information changes. Information about Statement of Information, as well as forms, is available here (https://www.sos.ca.gov/business-programs/business-entities/statements/).

A:  A limited liability company or foreign limited liability company can change the address of record by completing the applicable form. For the limited liability company or foreign limited liability company, file a Statement of Information – Domestic or Foreign Limited Liability Company, Form LLC-12. Complete the form in its entirety.

A:  A limited liability company or foreign limited liability company can change its name using the applicable document or form. For domestic limited liability company, file a Certificate of Amendment on Form LLC-2. For foreign limited liability company, file an Application for Registration Certificate of Amendment on Form LLC-6.

A:  Copies of filed documents and certificates can be obtained by submitting a request to the California Secretary of State’s Sacramento office in person (drop off) or by mail. The information requests page is available here (https://www.sos.ca.gov/business-programs/business-entities/information-requests/).

A: A Certificate of Status may be obtained by phone. A Certificate of Status request is not available online. Please visit the Information Requests webpage here (https://www.sos.ca.gov/business-programs/business-entities/information-requests/).

A: You need an Employer Identification Number if you answer “Yes” to any of the questions the IRS requires. Visit the IRS website on applying for an EIN here (https://www.irs.gov/businesses/small-businesses-self-employed/do-you-need-an-ein).

A: 
By Online

The options for an Employer Identification Number application are mail, fax and electronic. The EIN application must disclose the name and Taxpayer Identification Number (SSN, ITIN, or EIN) of the principal officer. The IRS calls the principal officer the “responsible party,” who must be a “natural person,” deemed an individual. The responsible party controls, manages and directs the applicant entity.

The internet application is available here (https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online).

For more information on Responsible Parties, visit the IRS webpage here (https://www.irs.gov/businesses/small-businesses-self-employed/responsible-parties-and-nominees).

The hours of operation for applying online are Monday to Friday, 7 a.m. to 10 p.m. Eastern Standard Time.

By Fax

An applicant can file a request for an Employer Identification Number using fax as a medium. Individual applicants must complete Form SS-4 and fax the information to the appropriate fax number.
If the principal business is located in one of the 50 states or the District of Columbia, fax the completed Form SS-4 to the address below:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935

If the applicant has no legal residence, principal place of business, or principal office or agency in the state, fax the completed Form SS-4 to the address below:

Internal Revenue Service
Attn: EIN International Operation
Cincinnati, OH 45999
Fax: (855) 215-1627 (within the U.S.)
Fax: (304) 707-9471 (outside the U.S.)

By Mail

An applicant for an Employer Identification Number can file by mail. Filings by mail take four weeks to process. File Form SS-4.

By International Applicant-Phone

An international applicant for a domestic Employer Identification Number can file by phone. The applicant must call 267-941-1099, from 6 a.m. to 11 p.m. Eastern Standard Time (EST). This is not a toll-free number. The international applicant must complete Form SS-4.

A:  The Internal Revenue Service limits one Employer Identification Number to one responsible party per day. The one-day, one-responsible party request can be filled online, through fax or by mail.

A:  The Franchise Tax Board bills all limited liability companies and foreign limited liability companies for unpaid taxes. There are three different types of billings and notices.

Return Information Notice: The FTB will mail a Return Information Notice if the LLC fails to pay the correct annual tax, the annual fee, or the NCNR member’s tax.

Notice of Balance Due: The FTB will mail a Notice of Balance Due if the LLC fails to pay the annual tax, fee, or NCNR member’s tax.

Past Due Notice: The FTB will mail a Notice of Balance Due to all LLCs for tax liabilities, penalties and interest unpaid for 45 days from the first notice’s mail date.

Limited liability companies or foreign limited liability companies are subject to the following penalties and interest:

  • Pay Tax or fee late, including NCNR
  • Underpayment of tax or fee, including NCNR
  • Filing of tax return beyond the extended due date
  • Estimated LLC late fee
  • Underpayment of estimated late fee

Penalties are also imposed. They include underpayment, delinquency and late filing. If a limited liability company or foreign limited liability company pays the balance due within 15 days of the notice date, no additional penalties will accrue.

If a limited liability company or foreign limited liability company does not submit Form 568, does not pay all tax, penalty, or interest due, its powers, rights, and privileges may be suspended for a domestic limited liability company or forfeited for a foreign limited liability company.

This means that all contracts entered into or derived from business transactions of the limited liability company for foreign limited liability company are voidable and unenforceable and will remain voidable and unenforceable unless the LLC applies for relief of contract voidability and FTB grants relief. For more information, visit the Franchise Tax Board website and search for revive for instructions. Visit ftb.ca.gov for more information.

A:  To cancel the limited liability company or foreign limited liability company, the LLC must pay the $800 annual tax AND file a California tax return until all appropriate paperwork is filed with the Secretary of State to cancel the LLC.

Managers of a manager-managed limited liability company or members of a member-managed limited liability company or a foreign limited liability company must complete and submit Form LLC-4/7, Limited Liability Company Certificate of Cancellation with the Secretary of State.

The Secretary of State also requires LLCs to file Form LLC-3, Certificate of Dissolution. The Form LLC-4/7 is effective when filed with the Secretary of State.

Under cancellation, an LLC is not subject to the $800 annual tax for tax years after it files a tax return. The limited liability company or foreign limited liability company must do the following:

  • File a timely final California tax return with the Franchise Tax Board.
  • Pay the $800 annual tax for the tax year of the final tax year.
  • Conduct no business in California after the last day of the tax year for which the final return was filed.
  • File Form LLC-4/7, Limited Liability Company Certificate of Cancellation with the Secretary of State within 12 months of the filing date of its final tax year.

For more information on how to cancel an LLC, visit the Franchise Tax Board website here (https://www.ftb.ca.gov/forms/). Search for FTB Publication 1038, Guide to Dissolve, Surrender, or Cancel a California Business Entity.