To register an LLC in California, file Articles of Organization (Form LLC-1) with the Secretary of State for $70 through the bizfileOnline portal, then follow through with a Statement of Information within 90 days, an operating agreement kept in your records, a federal EIN, and the $800 annual franchise tax owed to the Franchise Tax Board.1California Secretary of State. Limited Liability Companies LLC – California Each piece has its own deadline and its own cost, and skipping any of them can put your LLC out of good standing before it really gets going.
Pick a Name the Secretary of State Will Accept
Your LLC’s name must include “Limited Liability Company” or an accepted abbreviation: LLC, L.L.C., or a version where “Limited” is shortened to “Ltd.” and “Company” to “Co.” Certain words are off-limits because they suggest a different entity type, including “bank,” “trust,” “incorporated,” “inc.,” “corporation,” “corp.,” “insurer,” and “insurance company.”2California Legislative Information. California Code CORP 17701.08
The name also has to be distinguishable from every other LLC, foreign LLC, and reserved name already on file. You can search the bizfileOnline portal at bizfileonline.sos.ca.gov to check for conflicts, but any online check is only advisory. The Secretary of State makes the final call when your formation documents are reviewed.3California Secretary of State. Business Entity Name Regulations and Additional Statutory Requirements and Restrictions
Appoint an Agent for Service of Process
Every California LLC must continuously maintain an agent for service of process in the state. This is the person or company authorized to receive lawsuits, subpoenas, and other legal papers on the LLC’s behalf.4California Legislative Information. California Corporations Code 17701.13 If the LLC is sued and no valid agent is on file, you risk a default judgment because you never received notice.
The agent must be either a California resident with a physical street address in the state (no P.O. boxes) or a corporation registered under Corporations Code Section 1505 to act as a registered agent.4California Legislative Information. California Corporations Code 17701.13 You can name yourself, a friend, or a family member, but that name and street address become public record. Commercial registered agent services typically run $100 to $300 per year and handle receipt during all required business hours.
File Form LLC-1 With the Secretary of State
Form LLC-1, the Articles of Organization, is the document that officially brings your LLC into existence. Filing costs $70, and the fastest route is through bizfileonline.sos.ca.gov.1California Secretary of State. Limited Liability Companies LLC – California You can also mail the form to the Sacramento office or drop it off in person, though paper submissions take longer.5California Secretary of State. bizfile
The form asks for:
- Your LLC name, exactly as you want it registered, including the required LLC identifier.
- The principal office address — a physical street address, not a P.O. box — plus a separate mailing address if different.
- The agent for service of process: either an individual’s name and California street address, or the name of a registered corporate agent.
- The management structure: one manager, more than one manager, or all LLC members.
- A pre-printed purpose statement covering any lawful activity. You don’t alter this language.
Member-Managed or Manager-Managed
The management box on Form LLC-1 decides who has authority to sign contracts, open bank accounts, hire employees, and make binding decisions. In a member-managed LLC, every owner shares that authority and can act as an agent of the LLC. This fits small businesses where all owners are actively involved. In a manager-managed LLC, only designated managers (who may or may not be members) have that authority, and the remaining members are passive investors. Larger LLCs or those with outside investors usually pick this structure because it concentrates decision-making.
Draft an Operating Agreement
California’s LLC statute treats the operating agreement as the governing document for your LLC’s internal affairs, covering member relationships, management authority, and how the business operates.6Justia Law. Corporations Code Title 2.6 – California Revised Uniform Limited Liability Company Act Where the agreement is silent, the default rules of the California Revised Uniform Limited Liability Company Act fill in. Those defaults are rarely what business owners actually want.
You don’t file the operating agreement with the state. It stays in your company records, but you are required to keep a copy at the office designated in your Articles of Organization.4California Legislative Information. California Corporations Code 17701.13 Even single-member LLCs should have one in writing, because it helps demonstrate the LLC is a separate entity if liability protection is ever challenged.
At minimum, the agreement should cover ownership percentages and capital contributions, how profits and losses are split (which doesn’t have to follow ownership percentages), voting rights on major and routine decisions, what happens when a member departs, and what events dissolve the business. A buy-sell clause is worth the time. Without one, a departing member may have no clear way to cash out and the remaining members may have no way to block an interest from being sold to a stranger.
File the Statement of Information Within 90 Days
Within 90 days of forming your LLC, you must file a Statement of Information (Form LLC-12) with the Secretary of State. This costs $20 and can also be filed through bizfileOnline.1California Secretary of State. Limited Liability Companies LLC – California The form gives updated information on your managers or members, principal office, and agent for service of process.
After the initial filing, you re-file the Statement of Information every two years. Missing the initial 90-day window or falling behind on the biennial filings can trigger penalties from the Franchise Tax Board and, eventually, administrative suspension of your LLC. It’s one of the easiest requirements to forget.
Plan for the $800 Annual Franchise Tax
Every LLC doing business in California or organized in the state owes an annual franchise tax of $800 to the Franchise Tax Board.7California Franchise Tax Board. Limited Liability Company For most calendar-year LLCs, it’s due by April 15 — the 15th day of the 4th month of the taxable year.8California Legislative Information. California Revenue and Taxation Code 17941 In your first year, the payment deadline is the 15th day of the 4th month after you file the Articles of Organization.
A first-year exemption existed for LLCs formed between January 1, 2021, and January 1, 2024, but that exemption has expired. LLCs formed in 2026 owe the full $800 in year one.
One detail that catches inactive businesses: the $800 keeps accruing every year until you file a certificate of cancellation with the Secretary of State.8California Legislative Information. California Revenue and Taxation Code 17941 If your business folds but you never formally cancel, you’ll owe $800 for every year the LLC sits idle. If you cancel within one year of organizing, you can file a short-form cancellation (Form LLC-4/8) and avoid the first-year tax entirely.7California Franchise Tax Board. Limited Liability Company
The Income-Based Fee for Larger LLCs
LLCs with California income of $250,000 or more owe an additional annual fee on top of the $800. The fee is estimated and paid by the 15th day of the 6th month of the current tax year, and the tiers are:7California Franchise Tax Board. Limited Liability Company
- $250,000 to $499,999: $900
- $500,000 to $999,999: $2,500
- $1,000,000 to $4,999,999: $6,000
- $5,000,000 or more: $11,790
These amounts are based on total California income, not profit. An LLC generating $500,000 in revenue but barely breaking even still owes $2,500 on top of the $800.
Get a Federal EIN
An Employer Identification Number is your LLC’s federal tax ID. You’ll need one to open a business bank account, file federal tax returns, and hire employees.9Internal Revenue Service. Employer Identification Number Register the LLC with the Secretary of State first, then apply for the EIN.10Internal Revenue Service. Get an Employer Identification Number
Applying online at irs.gov is free and issues your EIN immediately. You can also fax Form SS-4 (about four business days) or mail it (about four weeks).9Internal Revenue Service. Employer Identification Number The application requires a “responsible party,” a real person who controls the LLC and its assets, identified by name and Social Security number.
Know How Your LLC Will Be Taxed Federally
California LLCs aren’t taxed as LLCs at the federal level. The IRS treats a single-member LLC as a “disregarded entity,” so income and expenses pass through to your personal return. A multi-member LLC is classified as a partnership, filing Form 1065 with each member reporting their share on their own return.11Internal Revenue Service. Limited Liability Company LLC
Either type can elect corporate taxation by filing Form 8832, and some go further with an S corporation election on Form 2553, which can lower self-employment taxes for owners who pay themselves a reasonable salary.11Internal Revenue Service. Limited Liability Company LLC Whether either election helps depends on your income and how much you distribute beyond salary. Talk to a tax professional first — these elections are easier to make than to reverse.
Regardless of federal classification, you still owe California’s $800 franchise tax and any applicable income-based fee.
Keep the Liability Shield Intact After You File
The main reason to form an LLC is the wall between your personal assets and the business’s debts. That wall isn’t automatic. Courts can pierce the veil if they find the LLC is really just a shell.
Two habits do most of the protecting. First, open a dedicated business bank account and use it only for LLC transactions. Commingling personal and business funds is the most common mistake and the easiest to avoid. Second, fund the LLC with enough capital to realistically cover its obligations, and document major business decisions in writing. California LLCs aren’t required to hold annual meetings, but a signed operating agreement and a paper trail help show the entity is real. Fraud or dishonest dealings — signing contracts the LLC can’t pay, manipulating records — make courts especially willing to reach personal assets.
If You Operate Outside California
If your California LLC does business in another state, meaning it has employees, a physical location, or significant ongoing operations there, you may need to register as a “foreign LLC” in that state. Each state sets its own definition of doing business, its own fees, and its own reporting rules. A bank account or interstate commerce alone generally doesn’t trigger registration, but a storefront or workforce usually does. Foreign registration typically involves an application with that state’s Secretary of State, a registered agent in that state, and additional fees. Operating without proper registration can bring fines and the loss of your right to enforce contracts in that state’s courts.