How to form an LLC in California: File in Just 24 Hours
The Limited Liability Company (LLC) is a popular business entity. Here are the simple steps to set up an LLC quickly and easily in California. Most of these steps will apply to other states as well, and we can assist in all 50 states.
Why an LLC?
Business owners create legal structures to protect personal assets from liabilities incurred in the course of business. Unlike the corporation, the LLC doesn’t pay tax on its income, and instead the net revenues are passed through to the LLC members, who pay tax individually. Startups and partnerships like the LLC for the flexibility that its Operating Agreement offers, but it’s a useful business structure for small business and sole proprietors as well.
(To see the differences between both structures, see FAQ below, and our guide to LLC vs Corporation.)
1. Choose Your Company Name.
Before you file, make sure your company’s name is available in California. You can check the state’s web site or when you prepare your LLC online with us, we will ask you for three names and we will check for you. We will file with the first name that is available for your LLC. There are no guarantees the state will accept the name, but most often after our name availability check they most often will. We can help you reserve a name with the state if you are filing at a future date.
2. The LLC Organizer Requirement.
Someone must be named as the "LLC Organizer" on your Articles of Organization form - anyone can be this, and often an attorney involved with the business formation becomes the organizer. SunDoc can perform this role also if we form the LLC for you.
3. Designate a Registered Agent.
You must also designate a registered agent on the Articles of Organization form. This can be a p person or a firm, but should be someone with stable contact information in case of legal communications. See our article on Registered Agent Service for information on registered agents and why you need one.
4. Decide Ownership and Management Structure.
Your California LLC can by managed by one manager, by multiple managers, or by all of the LLC’s members, and you include this information in the Articles of Organization form. See our guides that explain the Member-Managed LLC and the Manager-Managed LLC to help you make a good decision about the best structure for your company.
5. Create an Operating Agreement.
In California, your LLC must have an Operating Agreement. This is the key document for your LLC, providing an outline of the financial and functional aspects of the business, including its rules, regulations, and provisions. The Operating Agreement governs the internal operations of the business, tailored to fit the specific needs of the business’s owner or owners.
The Operating Agreement is the legal engine that drives your business. It spells out the company’s governance structure, the way it manages its working capital, and how it pays out its profits. All the essential aspects of your business, including money, liability, and fiduciary constraints, are determined by the Agreement. Our two guides linked above provide good information on this, but since this document is so critical, feel free to consult an attorney for specific guidance.
6. File the Articles of Organization.
To create an LLC, California requires you to file the form called the Articles of Organization. The moment the State accepts your Articles of Organization is the moment your company is created.
As stated in the previous points, in the Articles you’ll provide the name and address of your company, your LLC organizer and your registered agent, and your chosen method of management.
If you want to save time or would rather have a filing service handle your paperwork, SunDoc can file the Articles of Organization for you. And remember that you’ll need to file reports with the state periodically, and it’s important not to forget this obligation, which is why many businesses simply start with a filing company from the beginning and outsource the repeat tasks annually.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations! If you have completed the above steps, you now have a registered California LLC. If your LLC has more than one member, you will need to get an Employer Identification Number, commonly called an EIN, from the IRS, even if you don’t have employees. You can apply for the EIN yourself directly from the IRS, or SunDoc would be glad to get that for you.
Most banks require an EIN to open a business account. If you’ve been paying business expenses out of a personal account, this is a good time to set up your company’s fiscal management: reimburse all individual payments in writing and ideally with receipts. From here on, be sure to keep personal and business expenses and incomes separate if you want to keep your liability protections strong. You may also want to consult an accountant for advice on how to optimize your business finances.
8. Pay California State Taxes.
Your LLC may have to pay fees and taxes annually to the State of California (or other state) - and this may start as soon as your first year of operation. If you sell goods in California, you may be required to collect sales tax.
9. Determine Necessary Licenses and Permits.
In California, you must get a business license or permit from the city or county where your business is located. We can help. You might be surprised to discover what is required. Operating without the proper licenses or permits can result in expensive fines.
10. File a Statement of Information.
The Statement of Information is a simple form used to keep the State up to date on information about your company. Within 90 days after you form an LLC in California, you must file the Statement of Information with the State, and then you will need to file an updated report every two years or when you make changes to your company.
Be sure that you file the Statement before the deadline. Filing late can cost you up to 10 times more than the regular filing fee. SunDoc can file your Statement of Information and other routine filings for you so that you can be assured your filings will be done reliably and on time.
Important Notice: You should always consult a lawyer or an accountant if you have legal or financial questions. Nothing in this article should be construed as legal, accounting, or tax advice, or as advice relating to your insurance needs, or relating to employee matters.
Frequently Asked Questions
Do I need a lawyer to form an LLC?
No, you don’t have to have a lawyer to form an LLC. However, it may be useful to have an attorney review your Operating Agreement to make sure it is written in a way that best protects your interests. That’s especially true if you have an LLC with more than one member.
SunDoc can help you prepare your documents and file them with the California Secretary of State. We have an online system that walks you through all the steps required to form your LLC, to make it easy and to ensure that you don’t overlook any of the steps.
Can an LLC have a single member?
Yes. A single-member LLC is a good option for a sole proprietor who wants the protection offered by an LLC without having to deal with complicated paperwork. Also, with a California LLC, you can choose to pay your taxes as a sole proprietor, which is an easier option than paying corporate taxes.
You should be aware, though, that there are some legal questions about whether a single-member LLC offers true protection from liability. See our article Forming a Single Member LLC in California for an explanation of why that is the case and to find out what steps you can take to protect yourself.
Should I form an LLC or a Corporation?
Both forms of businesses offer protection from liablity, but there are important differences in the way they are managed, the way they treat income, and the way they pay taxes. Your choice will depend on how you want to operate your business.
Our guide LLC vs. Corporation: What are the Differences provides a good explanation of these differences, so that you can make an educated decision.
To dig deeper and learn more, see our LLC FAQs.
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Frequently Asked Questions
Do you need a lawyer to form an LLC?
No, you don’t need a lawyer to form an LLC. However, it may be useful to have an attorney review your LLC’s operating agreement to make sure your interests are being protected, especially in the case of an LLC with multiple members.
SunDoc Filings can help you prepare your LLC formation documents and file them with the California Secretary of State. Our online system can walk you through the steps required to form your LLC.
Can an LLC have a single member?
Yes. A single-member LLC is an attractive option for a sole proprietor who wants the protection offered by an LLC without complicated paperwork.
A California LLC can choose to be taxed as a sole proprietorship, which makes paying your taxes much easier.
But be aware that there are some legal questions as to whether a single-member LLC offers true liability protection. Our article Forming a Single Member LLC in California explains why and what steps you can take to protect yourself.
Should I form an LLC or a Corporation?
The answer really depends on how you want to operate your business. Both a limited liability company and a corporation offer liability protection. But these two types of business entities are very different in how they are managed, how they treat income, and how they pay taxes.
Our guide LLC vs. Corporation: What are the Differences give a good explanation of these differences.
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I initially ordered with LegalZoom for their expedited package but they said there is going to be a delay for a month! They kept giving me excuses about the backlog, blah blah blah. I had to get this LLC set up ASAP so I contacted SunDoc and they got it done for me in 24 hours! What a difference. I am very happy and will never go back to LegalZoom again. Great job SunDoc!
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