There are a number of important steps required to successfully register a Limited Liability Company (LLC) in California. Hiring an experienced attorney will help ensure each of these steps is completed properly.
One important step is to file an "Articles of Organization, " Form LLC-1, with the Secretary of State. This guide will help walk you through the process of filling out and filing the form.
The Articles of Organization Form Requires Five Pieces of Information:
- The LLC’s name
- The LLC’s purpose
- The LLC’s address
- The name of the LLC’s registered agent for service of process
- Information about how the LLC will be managed
Information about filling out each of these sections is detailed below:
1) The LLC’s Name
Although you have significant freedom in choosing the name of your LLC, there are a few limitations:
- First, your LLC name cannot be the same as, or too similar to, an existing LLC already registered with the state. You can check the availability of names on the secretary of state website.
- Second, your LLC name cannot include any of the following words: "bank," "trust," "trustee," "incorporated," "inc.," "corporation," "corp.," "insurer," or "insurance company."
- Finally, your LLC name must end with one of the following: "LLC," "L.L.C.," "Limited Liability Company," "Limited Liability Co.," "Ltd. Liability Co.," or "Ltd. Liability Company."
2) The LLC’s Purpose
On the California LLC-1 Form, this information is already filled in for you as:
"The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act."
This broad language prevents you from limiting the scope of your LLC’s business and grants your LLC the freedom to operate in any lawful manner. You are instructed to leave this language as is and not alter it.
3) The LLC’s Address
Here, you must fill-in a physical address for your LLC. Ideally, this will be your business office or headquarters. Alternatively, you may use your home address or a physical rented mailbox (i.e. a UPS mailbox). You may not use a P.O. box for this section.
Here, you also have the option to include a mailing address if that address is different than your LLC address.
4) Service of Process
Here, you must identify an individual or corporation who will be responsible for receiving legal documents for your LLC in the event your LLC is sued. You should make prior arrangements with your Service of Process Agent prior to identifying them as such on this form.
You may identify either:
- An individual who is a California resident. Often this individual will be the attorney for the LLC. If you don’t have an attorney, you may choose to list an individual affiliated with the LLC, though you cannot list the LLC entity itself.
- Or, you can list a Private Service of Process (1505) Corporation. These corporations generally charge a fee to serve as your service agent and may provide additional services to help you maintain your LLC.
Again, here, you must list the individual or company’s physical address, not a P.O. Box.
5) Information About How It Will be Managed
Here, you just need to check off the applicable box indicating whether your LLC will be managed by:
- One Manager
- More Than One Manager, or
- All Limited Liability Company Member(s)
By Mail or Hand Delivery
Finally, you must file your completed Articles of Organization Form.
You may either mail your form to:
Secretary of State
Business Entities, P.O. Box 944228
Sacramento, CA 94244-2280,
Or file it in person at:
Secretary of State
1500 11th Street., 3rd Floor
Sacramento, CA 95814.
You must also include a $70 filing fee through check or money order made payable to the Secretary of State.
It can be extremely helpful to hire an experienced business lawyer to ensure you complete all the steps necessary to successfully register your LLC in California.