Steps to Forming an LLC
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How to Form an LLC in California
Forming an LLC in California will help protect your personal assets from lawsuits and judgments against your business. An LLC is a business entity that separates your business and personal assets. By not having your business in a separate legal structure, you can be held personally liable for certain debts and lawsuits incurred by the company. Forming a California Limited Liability Company does not require an attorney and you can save a lot of money if you do it yourself with the six simple steps below.
Before getting into the six steps, here are a few things to know about California LLCs.
An LLC has fewer formalities after formation than corporations–meaning you can focus on your business and not on meetings and paperwork. One caveat: California does tax LLCs more heavily than most other states do, with a minimum franchise tax of $800 per year, in addition to an annual report filing. As your company’s revenue increases, the franchise tax increases. Note: don’t let the term “franchise” confuse you–even if your business is not a franchise (e.g. McDonald’s, Subway, etc.), the term franchise refers to the privilege to doing business in California. All LLCs are required to pay the California franchise tax. Protecting your assets and projecting a professional image for your business might be worth it, but understand that having an LLC in California is more expensive than in other states.
If you plan to form your LLC in October, November, or December, but will not start generating any revenue, you may want to consider waiting until the following year in January so you don’t have to pay the $800 Annual Tax twice in a few months. The first tax is due by the 15th of the 4th month after the LLC is filed and then by April 15th every year thereafter. If you file on December 1st, the tax would be due April 1st and then again on April 15th.
California allows to register an LLC but delay it’s start date for up to 90 days. When filing with the California Secretary of State, in the section “Future File Date”, enter a dale less than 90 days in the future to start. If you don’t enter anything in this section, the LLC becomes effective upon the date of filing.
If you neglect to form a separate legal entity for your business, you could be held personally liable for business debts and lawsuits. Find out about forming a legal California Limited Liability Company and start your business off on the right track.
Additionally, California does not permit a domestic or foreign LLC to perform professional services.
How Much Does It Cost to Get an LLC In California?
The LLC fee to file Articles of Organization in California is $70.00, which goes to the California Secretary of State. There is an additional filing fee if you send a paper form for an additional fee of $15. These fees can be paid by credit card or check.
An Initial Statement of Information (Form LLC-12) is due within 90 days for the LLC being formed.
California places an additional tax on domestic LLCs based on the LLC’s worldwide income. If the majority of your income is outside the state of California, you might want to reconsider whether you should incorporate or form your limited liability company in California or as a foreign LLC in another state where the bulk of your business takes place.
California LLC Annual Fees
April 15th of every year, $800 is due for the California LLC Tax.
LLCs formed in California must file a Statement of Information that is due every two years at a cost of $20.
It’s important to pay these fees in time to keep the LLC active and in good standing with the state.
- Minimum Number – one or more
- LLC Members/Managers- at least one is required to be listed in the Articles of Organization
- Residence Requirements – none specified
- Age Requirements – none specified
In addition to forming your California LLC, you will need to check for California business licenses and permits.
Normal processing is 12 to 15 business days, however there is an expedited filing that will process the LLC in 1-2 business days.
Steps to Forming a California LLC
Step 1. Choose a Name
California LLC Name Search
Before settling on a business name, you want to be sure nobody else is using it as each LLC must have a unique name. Here’s how to search available LLC names in California. You can also visit our page to do a free California LLC name search.
Your business name must end with the words Limited Liability Company or an abbreviation of these words (“LLC,” “L.L.C.,” “Limited,” “LTD.,” “LTD”.). Check out our article on naming your LLC for all of the requirements that you must follow when naming an LLC.
If you find a name you want to register, but you aren’t ready to form your LLC, the state offers a name reservation at a cost of $10 that allows you to hold the name for 60 days.
Step 2. Choose a Registered Agent
What is a Registered Agent?
A registered agent is the central point of contact for the LLC, that can be either an individual or business entity, that receives important legal documents, tax notices or communications with the state.
Registered Agent Requirements
The California registered agent must have a physical presence in California and filed a certificate pursuant to Section 1505. The agent will also have a physical street address and be available during normal business hours for service of process (to accept delivery of documents). The address doesn’t have to be the business address, , but a Post Office Box or personal mailbox is not acceptable. If the registered office includes a suite number, it must be included in the registered office address.
Who can be a Registered Agent in California?
An agent in California can either be a resident of the state or a corporation authorized to do business in the state.
Provided you as the business owner have a physical presence in California, you can be the agent, however, there are some privacy benefits (such as not using your home address) to having a registered agent service.
Check out our article on LLC Registered Agents for more details.
Step 3. File the Articles of Organization
The Articles of Organization is the paperwork used to form an LLC with the state. This is the most important step and many people believe that you need an attorney to file.
While we don’t discourage having an attorney, filing a California LLC can be done by most people, but you can save considerable money over an attorney and make sure everything is filed correctly by using a formation service such as LegalZoom.
Click to download the California Articles of Organization from the California Secretary of State’s website.
After filing the Articles of Organization, you must file the Statement of Information every two years.
Step 4. Create an Operating Agreement
An LLC operating agreement is not required in California but is typically a good idea, especially for an LLC owned by multiple people. The primary function of the operating agreement is to govern the relationship between the owners of the business, but also outlines who makes what decisions, how profits or losses are distributed and the operating procedures of the LLC.
Step 5. Get an EIN
What is an EIN?
The Employer Identification Number (EIN), or Federal Employer Identification Number (FEIN), is used to identify a business entity. It is essentially a social security number for the company.
In addition to the EIN being an identifying number for the LLC it serves a few other purposes such as:
- Opening a business bank account
- Federal and State tax purposes
- The business account to pay payroll taxes for employees paid by the company
How to Register an EIN for a California LLC
To file an EIN for your LLC, visit the Internal Revenue Service (IRS) or obtain the SS-4 form. They show the steps on how to apply, but here is a video on how to apply for an EIN for more details. In about five minutes, you will have your number free of charge. Be sure to wait until your LLC is approved before applying for your EIN as the name that is registered for the LLC must be the same as the EIN.
Step 6. Select the Tax Status of the LLC
One of the advantages of an LLC is the flexibility in taxation as there are four ways an LLC can be taxed, compared with two ways for a corporation.
- Single Member LLC – An LLC with one member automatically becomes considered a disregarded entity, similar to a sole proprietorship with the IRS. The owner simply files their Schedule C with their 1040 at the end of the year. Filing as a single-member LLC means the entity does not pay sales tax and goes to the owner which is called pass-through taxation. The owner pays self-employment taxes on the net profit of the LLC, which while simpler to handle taxes, may be more costly.
- Partnership LLC – An LLC with two or more members is automatically also considered a disregarded entity with the IRS similar to a partnership and will file Form 1065. Like the sole-proprietorship as a pass-through entity, the LLC taxed as a Partnership pays no income tax and profit and losses flow to each member’s Form 1040s via Schedule K-1 of Form 1065.
- C Corporation LLC – An LLC can elect to be taxed as a C Corporation by filing IRS Form 8832. The major difference as an LLC that is taxed as a C corporation is that now the LLC pays tax on the profits and losses and are not directly passed down to the members. Most, but not all will find filing as a C Corporation will cost more in taxes as now the LLC has double taxation where there is a tax on the profits and dividends.
- S Corporation LLC – To get S Corporation status, you will file Form 2553 with the IRS. What makes the S Corp attractive unlike the sole proprietorship or partnership is that you can potentially shield some of the profits from being subject to self-employment taxes. Dividends aren’t typically subject to self-employment taxes which is a potential tax savings, some of which is offset by work in accounting.
Each of the four ways an LLC can be taxed in California can have a major impact on the taxes that are charged depending on the business and the member’s personal finances. It’s a very good idea to work with an accounting professional to see which one is most efficient for the business and LLC members.
If you aren’t quite ready to start your LLC, you can file now and delay the start to 90 days in the future.
Don't want to go it alone but don't want the expense of an attorney? Another alternative is to use an LLC formation service that will do the formation at a low cost. Take a look at our comparison page of popular LLC formation services.
IncFile has a special offer right now to form an LLC for only the cost of the state fees and a free registered agent for the first three months. Opening a separate LLC bank account is important as it establishes a clear division between your personal and business finances. Should the LLC be sued and you are using a personal bank account for your LLC’s finances, that would be considered a commingling of funds, which may make it difficult to maintain the liability protection of the LLC. To open a bank account for your LLC, you will need to bring the following with you to the bank: A bank resolution may be needed depending on the bank and the tax election of the LLC. A banking resolution is a formal document that provides authorization for who has access to the LLC bank account. Learn more about opening a bank account for an LLC If your business sells a taxable product or service you will also need to apply for California Sales Tax Permit. This can be obtained through the California Department of Tax and Fee Administration.
Step 7. Open a bank account for your business
Step 8. Obtain a sales tax permit (optional)
Opening a separate LLC bank account is important as it establishes a clear division between your personal and business finances. Should the LLC be sued and you are using a personal bank account for your LLC’s finances, that would be considered a commingling of funds, which may make it difficult to maintain the liability protection of the LLC.
To open a bank account for your LLC, you will need to bring the following with you to the bank:
A bank resolution may be needed depending on the bank and the tax election of the LLC. A banking resolution is a formal document that provides authorization for who has access to the LLC bank account.
Learn more about opening a bank account for an LLC
If your business sells a taxable product or service you will also need to apply for California Sales Tax Permit. This can be obtained through the California Department of Tax and Fee Administration.