To file an LLC in California, submit Articles of Organization (Form LLC-1) to the Secretary of State with a $70 filing fee. Before you file you need a compliant name, a registered agent with a California address, and a decision about who will manage the company. After filing you have a 90-day Statement of Information deadline and an $800 annual franchise tax waiting, so the $70 is only the entry fee.
Pick a Name That Will Clear
Your proposed name has to be distinguishable from every other business entity already on file with the Secretary of State, and California will reject names likely to mislead the public. Minor tweaks in spelling or punctuation usually won’t rescue a name that sits too close to an existing one.1California Secretary of State. Business Entity Names Search the Secretary of State’s business database through the bizfile Online portal before you commit.
Every California LLC name must end with a designator: “Limited Liability Company,” “LLC,” or “L.L.C.” You can abbreviate “Limited” to “Ltd.” and “Company” to “Co.” The name cannot include “bank,” “trust,” “incorporated,” “corporation,” or “insurance company.”1California Secretary of State. Business Entity Names
If you’re not ready to file yet, you can reserve a name for 60 days by submitting a Name Reservation Request Form with a $10 fee.2California Secretary of State. Name Reservation Request Form Reservation gives you a place in line at the Secretary of State; it does not give you trademark rights. A separate federal trademark search through the USPTO is worth doing if the brand matters.
Line Up a Registered Agent
California requires every LLC to maintain a registered agent and a registered office in the state at all times. The agent accepts legal documents and official notices on behalf of the company.3California Legislative Information. California Corporations Code 17701.13
The agent can be any individual who lives in California or a corporation that has filed to act as a registered agent in the state. Naming yourself works if someone is reliably at the registered address during business hours. Commercial registered agent services typically run $100 to $300 per year.
File the Articles of Organization
The Articles of Organization is what actually brings your LLC into legal existence. California uses a standardized form, LLC-1, prescribed by the Secretary of State, so you aren’t drafting from scratch.4California Legislative Information. California Corporations Code 17702.01 The form asks for the LLC name, business address, registered agent information, and whether the company will be member-managed or manager-managed.
The management choice goes on the public record. In a member-managed LLC, all owners can bind the company. In a manager-managed LLC, only designated managers have that authority and other members are passive. Pick the one that reflects how the business will actually run.
Online Filing
Filing through the bizfile Online portal is the fastest route. The fee is $70, payable by credit card or electronic check.5California Secretary of State. Online Business Services Online submissions process faster than paper. Check every field before you submit, because fixing errors after the fact means more paperwork and potentially more fees.
Mail or In-Person Filing
You can also print Form LLC-1 and mail it to the Secretary of State’s office in Sacramento, or hand-deliver it at the public counter. The $70 fee is the same. Once the filing is processed, the state returns a file-stamped copy of your Articles of Organization. You’ll need that stamped copy to open a business bank account.
Write an Operating Agreement
California law treats the operating agreement as the foundational document governing an LLC’s internal affairs. You do not file it with the state, but putting one in writing protects every member and keeps disputes out of court. For single-member LLCs, an operating agreement helps show the business is a separate legal entity rather than an extension of you personally, which is what preserves your personal asset protection.
A workable agreement covers how profits and losses are divided, what happens when a member leaves or joins, how major decisions get made, and who runs day-to-day operations. Without one, California’s default statutory rules fill those gaps, and the defaults rarely match what members actually wanted.
Get a Federal EIN
An Employer Identification Number is a nine-digit number the IRS assigns to your business. You need one to open a business bank account, file federal taxes, and hire employees. The IRS issues EINs for free through its online tool, usually with immediate approval.6Internal Revenue Service. Get an Employer Identification Number
A few constraints: the online application has to be completed in one session (it times out after 15 minutes of inactivity), you can only get one EIN per responsible party per day, and the IRS recommends forming the LLC with California first so the application isn’t delayed. If your principal business is outside the United States, you’ll apply by phone, fax, or mail instead.6Internal Revenue Service. Get an Employer Identification Number
By default, a single-member LLC is taxed as a sole proprietorship and a multi-member LLC is taxed as a partnership. To be taxed as a corporation, file IRS Form 8832; to elect S-corporation treatment, file Form 2553.7Internal Revenue Service. About Form 8832, Entity Classification Election The S-corp election must be filed within two months and 15 days of the start of the tax year it is meant to cover.8Internal Revenue Service. Instructions for Form 2553
File the Statement of Information Within 90 Days
Within 90 days of forming the LLC, you must file a Statement of Information (Form LLC-12) with the Secretary of State.9California Legislative Information. California Corporations Code 17702.09 It lists all managers or members with addresses, the principal office address, the registered agent’s current information, and a brief description of your business activity. The fee is $20, filed through bizfile Online or by mail.
After that first filing, you refile every two years to stay in good standing. If nothing has changed, you can submit Form LLC-12NC at no charge. Missing the deadline brings penalties and eventually suspension of the LLC, which cuts off your ability to do business, enforce contracts, or defend lawsuits until you fix it.
Plan for the $800 Franchise Tax
Every LLC doing business in California owes an annual minimum franchise tax of $800, whether or not the company earns a dime.10California Legislative Information. California Revenue and Taxation Code 17941 California offered a first-year exemption for LLCs formed between 2021 and 2023, but that exemption has expired. LLCs formed in 2024 or later owe the full $800 from year one.11California Franchise Tax Board. Limited Liability Company
The first payment is due by the 15th day of the fourth month after you file the Articles of Organization. For a calendar-year LLC formed in January, that falls on April 15. Use FTB Form 3522 (LLC Tax Voucher) to send the payment to the Franchise Tax Board. After year one, the $800 is due annually by April 15 for calendar-year filers.11California Franchise Tax Board. Limited Liability Company
The Revenue-Based LLC Fee
On top of the $800, California charges a separate annual fee tied to your LLC’s total income from California sources:12California Legislative Information. California Revenue and Taxation Code 17942
- $250,000 to $499,999 in total income: $900
- $500,000 to $999,999: $2,500
- $1,000,000 to $4,999,999: $6,000
- $5,000,000 or more: $11,790
“Total income” means gross income plus cost of goods sold, which is broader than profit. An LLC with $300,000 in gross revenue can owe $900 even if it barely breaks even. Estimate the fee and pay it by the 15th day of the sixth month of your tax year (June 15 for calendar-year filers) using FTB Form 3536. Underpaying the estimate triggers a 10% penalty on the shortfall.13California Franchise Tax Board. FTB 3536 – Estimated Fee for LLCs
Permits and Registrations the LLC Filing Doesn’t Cover
Filing Articles of Organization creates your legal entity. It does not give you permission to operate in every context.
If your LLC sells tangible goods, you need a seller’s permit from the California Department of Tax and Fee Administration (CDTFA). The permit is free, though the CDTFA may require a security deposit to cover potential unpaid sales tax.14California Department of Tax and Fee Administration. Obtaining a Sellers Permit Many cities and counties also require a general business license or tax certificate. Fees vary widely by location and industry; check with your local city clerk.
If you hire employees, register with the California Employment Development Department (EDD) for payroll taxes, including state income tax withholding, unemployment insurance, and disability insurance. Federal employment obligations attach too: you’ll withhold federal income tax and FICA and report them under your EIN.15Internal Revenue Service. Publication 15 (2026), (Circular E), Employers Tax Guide
Keeping the LLC in Good Standing
Three recurring deadlines keep most California LLCs out of trouble: the biennial Statement of Information ($20), the annual $800 franchise tax (April 15 for calendar-year filers), and the estimated LLC fee if revenue exceeds $250,000 (June 15 for calendar-year filers). Miss the Statement of Information long enough and the Secretary of State can suspend the LLC. Miss the franchise tax and the Franchise Tax Board suspends it independently. A suspended LLC can’t file lawsuits, defend claims, or do business until the delinquency and penalties are cleared.
An LLC that stays out of compliance can be administratively suspended or dissolved, after which it can only wind down. Contracts signed while suspended may be voidable, and anyone who keeps doing business on behalf of a dissolved LLC can face personal liability for those debts. You can also lose the name itself; once it returns to the available pool, someone else can take it, and reinstatement won’t bring it back.