The first step to starting an California Limited Liability Company (LLC) is to file the Articles of Organization with the California Secretary of State. You can download a copy of the form on the California Secretary of States website.
In order to file for a California LLC, you must submit your completed Articles of Organization. You can either mail them to the Secretary of State or have them dropped off in person. Along with the Articles of Organization, you must pay a $70 dollar filing fee along with an additional $15 if you would like to drop off the completed articles of organization.
The Articles of Organization should include:
- The proposed Name of your LLC. The name that you put in section 1 of your Articles of Organization will be uses (exactly as it is written) as the official name of your LLC. It must include some form of the word Limited liability company in the name (such as L.L.C., Limited Liability Company, Limited Liabilty Co., Ltd. Liability Company, LLC, etc.). Read More: How to Name your Business.
- The Purpose of your LLC: Section 2 requires information on the purpose behind why you are setting up an LLC. If you are using the LLC-1 form listed above, then you will not need to write in a specific purpose for your LLC. It includes boilerplate language that states that you will be conducting any lawful business. If you have a very specific purpose (such as an LLC set up for the ownership of an Aircraft) for your LLC, you may want to consider having an attorney draft custom Articles of Organization that limit the purpose of your LLC.
- Addresses of your LLC: In section 3(a) you will need to include the initial mailing address for the designated office in California. Keep in mind that this must be a physical address, and the Secretary of State will not accept a P.O. Box. In section 3(b) you will write your initial mailing address. This address can be a P.O. Box.
- Agent for Service of Process: In Section 4 you will need to list a person (or qualified corporation) who has a physical address in California and is willing to accept service of process on behalf of your LLC. For more information on the obligations and restrictions on selecting an agent for service of process click here.
- How you would like for your LLC to be managed: In section 5 of the LLC-1 form, you will decide how you would like for your LLC to be managed. You can choose to be managed by a Single Manager, Multiple Managers, or by All Limited Liability Company Members. Each option has its advantages and disadvantages, so it is important to speak with an attorney before making that decision.
- Signature by the Organizer: Lastly, at the bottom of the page, the Organizer should sign and then print their name. The organizer does not have to be one of the owners of the LLC, they are simply the person who is submitting the Articles of Organization.
What happens when you file the Articles of Organization?
The LLC is formed once the California Secretary of State has filed the Articles and accepted payment. Once the accept the filing, they will give you a unique LLC number and return the stamped articles of Organization back to you for your records. The processing time vary based upon how busy the secretary of state is. You can check the current processing times by checking here.
Ways to speed up the processing of your Articles of Organization:
- You can pay to have them processed immediately.
- You can use a courier service in Sacramento to drop off your articles by hand, and pick them up in person. This will save the time it takes for mailing the articles back and forth.
How to Amend Articles of Organization in California?
After you have submitted your Articles of Organization, they can be restated or amended at anytime. In order to Amend your articles, you must submit a Certificate of Amendment to the Secretary of State along with a filing fee of $30. You can find a form of the Certificate of Amendment by clicking here. On the certificate of amendment you must include:
- Your LLC’s filing number
- The current official name of your LLC (as stated on your filed Articles of Organization)
- The changes that you would like to make to your Articles of Organization.
The amendment (or restatement) of the Articles of Organization are effected once accepted by the Secretary of State.
Filing for an LLC is not a difficult task, however if mistakes are made the consequences can be severe. If you are interested in filing a California LLC, please feel free to schedule an initial consultation with Odgers Law Group.