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Starting a new business is an exciting venture, and for those looking to establish a Limited Liability Company (LLC) in California, the Secretary of State's LLC-1 Articles of Organization form is the first official step. With an initial filing fee of $70, plus an optional certification fee of $5, this form lays the groundwork for your LLC's legal structure and operational framework within the state. In addition to providing the name of your LLC, which must include an identifier like LLC or L.L.C., you'll also need to specify your business and mailing addresses, designate an agent for service of process, and choose your management structure. Whether managed by one individual, multiple managers, or all members, the organization must affirm its intention to engage in any lawful business activity permitted under the California Revised Uniform Limited Liability Company Act. Additionally, the submission cover sheet, although not a part of the officially filed document, serves as a vital tool for communication between the filer and the Secretary of State's Business Programs Division. With a standard processing time of approximately 5 business days for paper submissions, prioritization is given to online filings, showcasing the state's encouragement of using their more efficient digital platform. The reminder of California's minimum $800 annual tax for LLCs underscores the ongoing financial commitments associated with maintaining an LLC in the state. Through this form, organizers affirm under penalty of perjury the accuracy of the information provided, ensuring a foundation of trust and accountability from day one.

Preview - California Llc 1 Form

Secretary of State

Business Programs Division

Business Entities

1500 11th Street, Sacramento, CA 95814

P.O. Box 944260, Sacramento, CA 94244-2600

Submission Cover Sheet

For faster service, file online at bizfileOnline@sos.ca.gov.

Instructions:

Complete and include this form with your paper submission. This information only will be used to communicate with you about the submission, if needed. This form will be treated as correspondence and will not be made part of the filed document.

Make all checks or money orders payable to the Secretary of State.

In person submissions (excluding Statements of Information): $15 handling fee; do not include a $15 handling fee when submitting documents by mail.

Standard processing time for submissions to this office is approximately 5 business days from receipt. All submissions are reviewed in the date order of receipt with online submissions given priority. For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates.

Optional Copy and Certification Fees:

If applicable, include optional copy and certification fees with your submission.

For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.

Contact Person: (Please type or print legibly)

First Name:

 

Last Name:

Phone (optional):

Entity Information: (Please type or print legibly)

Name:

Entity Number (if applicable):

Comments:

Submission Cover Sheet (REV 03/2022)

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Secretary of State

LLC-1

 

Articles of Organization

Limited Liability Company (LLC)

Filing Fee – $70.00

Certification Fee (Optional) – $5.00

Note: LLCs may have to pay minimum $800 tax to the California Franchise

Tax Board each year. For more information, go to https://www.ftb.ca.gov.

This Space For Office Use Only

1.Limited Liability Company Name (Must contain an LLC identifier such as LLC or L.L.C. “LLC” will be added, if not included.)

2.Business Addresses

a. Initial Street Address of Designated Office in California - Do not enter a P.O. Box

City (no abbreviations)

State

Zip Code

 

 

CA

 

b. Initial Mailing Address of LLC, if different than item 2a

City (no abbreviations)

State

Zip Code

3.Service of Process (Must provide either Individual OR Corporation.)

INDIVIDUAL – Complete Items 3a and 3b only. Must include agent’s full name and California street address.

a. California Agent's First Name (if agent is not a corporation)

 

Middle Name

Last Name

 

Suffix

 

 

 

 

 

 

b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box

City (no abbreviations)

 

State

Zip Code

 

 

 

 

CA

 

 

CORPORATION – Complete Item 3c. Only include the name of the registered agent Corporation.

 

 

 

 

 

 

 

 

 

c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 3a or 3b

 

 

 

 

 

 

 

 

 

 

 

4. Management (Select only one box)

 

 

 

 

 

 

 

 

 

 

 

 

 

The LLC will be managed by:

 

 

 

 

 

 

One Manager

More than One Manager

All LLC Member(s)

 

 

 

 

 

 

 

 

 

5.Purpose Statement (Do not alter Purpose Statement)

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 California Revised Uniform Limited Liability Company Act.

6.By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.

Additional signatures set forth on attached pages, if any, are incorporated herein by reference and made part of this Form LLC-1. (All attachments should be 8 ½ x 11, one-sided, legible and clearly marked as an attachment to this Form LLC-1.)

_____________________________________________________________ __________________________________________________________

Organizer sign here

LLC-1 (REV 03/2022)

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2022 California Secretary of State

Print Form

bizfileOnline.sos.ca.gov

 

 

 

Form Data

Fact # Fact Name Fact Detail
1 Form Name Secretary of State LLC-1 Articles of Organization
2 Filing Fee $70.00
3 Optional Certification Fee $5.00
4 Annual Franchise Tax Minimum $800 tax to the California Franchise Tax Board each year
5 Designated Office Requirement Must have an initial street address in California; P.O. Boxes are not allowed
6 Service of Process Options Must provide either an Individual or Corporation as an agent for service of process
7 Management Structure Options Can be managed by One Manager, More than One Manager, or All LLC Member(s)
8 Purpose Statement Restrictions Cannot alter Purpose Statement; must be for any lawful act or activity under the California Revised Uniform Limited Liability Company Act
9 Signing Authority Must be signed under penalty of perjury by an individual authorized by California law

Instructions on Utilizing California Llc 1

Filling out the California LLC-1 form is the first step towards establishing a limited liability company in the state. This form is essential for registering your business with the California Secretary of State. By completing it accurately, you're laying down the legal foundation of your LLC, ensuring compliance with state requirements. It's important to approach this process with attention to detail, as the information provided will be recorded as part of your official business documentation. Here's a guide on how to fill out this form, step by step. Follow these instructions carefully to ensure your submission is processed smoothly.

  1. Visit the official Secretary of State website at bizfileOnline.sos.ca.gov or use the provided hard copy.
  2. Identify the LLC’s name ensuring it includes an LLC identifier like "LLC" or "L.L.C." If not included, "LLC" will be added by the office.
  3. Specify the business addresses:
    • Enter the initial street address of the designated office in California. Do not use a P.O. Box.
    • If the mailing address differs, provide the details under the initial mailing address section.
  4. Choose the Service of Process:
    • If using an individual, complete the agent’s full name and California street address.
    • If a corporation acts as the agent, provide the name of the registered corporate agent and skip the individual agent details.
  5. Decide on the management structure of the LLC. Select whether it will be managed by one manager, more than one manager, or all LLC member(s).
  6. Review the Purpose Statement. Note that it’s fixed and should not be altered.
  7. Under the section for signatures, the organizer must sign the form affirming that all information provided is true and accurate under penalty of perjury. If more individuals are authorized to sign, attach additional sheets following the form’s format and instructions.
  8. Ensure that any additional documents or attachments are clearly marked and formatted as specified in the form instructions.
  9. Verify all entered information for accuracy and completeness before proceeding to submission.
  10. Follow the submission guidelines at the beginning of the form regarding payment and additional fees, ensuring that all checks or money orders are payable to the Secretary of State. Remember, in-person submissions require a $15 handling fee, while mailed documents do not.

After filling out the form and preparing the required fees, submit your LLC-1 form either by mail or online, as per the guidelines. This initial step is crucial for legally establishing your limited liability company in California, setting you up for the next phases of building and growing your business in the state.

Obtain Answers on California Llc 1

  1. What is the Form LLC-1 and why is it important for starting an LLC in California?

    Form LLC-1, known as the Articles of Organization, is a mandatory document required by the California Secretary of State to officially register a Limited Liability Company (LLC) within the state. It establishes the basic legal structure of the LLC, including its name, address, purpose, and management type. Filing this form is the first step towards legitimizing your business, allowing it to operate under California law, and provides essential protections by distinguishing business liabilities from personal liabilities.

  2. How can I submit the Form LLC-1 to the California Secretary of State?

    You can submit the Form LLC-1 either by mailing it to the Secretary of State office or for faster service, you may file online at bizfileOnline.sos.ca.gov. Online submissions are given priority, which can expedite the processing of your LLC registration.

  3. What is the filing fee for Form LLC-1 in California?

    The filing fee for submitting Form LLC-1 is $70.00. If you opt for a certified copy of the filed document, there is an additional optional certification fee of $5.00.

  4. Are there any additional costs associated with forming an LLC in California after filing Form LLC-1?

    Yes, beyond the initial filing fee for Form LLC-1, LLCs in California are subject to a minimum annual tax of $800 to the California Franchise Tax Board. This tax is mandatory regardless of the income or activity level of the LLC. For specific details and possible exceptions, it's advisable to visit the Franchise Tax Board's website or consult a tax professional.

  5. What information is needed on Form LLC-1?

    Form LLC-1 requires detailed information, including:

    • The name of the LLC, which must include an abbreviation like LLC or L.L.C. that indicates its status as a limited liability company.
    • The initial street and mailing addresses of the LLC.
    • The name and address of the agent for service of process, who can be either an individual or a corporation authorized to do business in California.
    • A declaration of the LLC's management structure, whether it will be managed by one manager, more than one manager, or all LLC members collectively.
    • A purpose statement, which is standardized and should not be altered.

  6. Can I designate a P.O. Box as the address for my LLC on Form LLC-1?

    No, you must provide a physical street address in California for both the designated office and the agent for service of process. A P.O. Box is not acceptable for these addresses as it is important for the state and interested parties to have a reliable physical location for official correspondence and legal notices.

  7. How long does it take to process Form LLC-1 in California?

    Standard processing time for Form LLC-1 submissions is approximately 5 business days from receipt. However, processing times can vary based on the volume of submissions. Online filings may be processed more quickly. Updated processing time information can be accessed on the California Secretary of State's website.

  8. What happens after I submit Form LLC-1?

    After submitting Form LLC-1, the California Secretary of State will review your submission. If approved, your LLC will be officially registered in California, and you will receive confirmation. This registration is crucial for conducting business legally within the state, opening business bank accounts, and ensuring your personal liability is separated from your business activities. Remember, following registration, you must comply with all relevant state regulations, including the payment of annual taxes to the California Franchise Tax Board.

Common mistakes

Filling out the California LLC-1 form can seem straightforward, but there are common mistakes that can delay the process. Recognizing and avoiding these errors can save time and ensure a smooth filing experience. Here’s a list of ten common mistakes people often make:

  1. Not including an LLC identifier in the company name: The company name must contain “LLC” or “L.L.C.”; if omitted, “LLC” will be automatically added, potentially changing the intended name of the company.
  2. Entering a P.O. Box for the street address of the designated office: A physical street address in California must be provided, not a P.O. Box.
  3. Using abbreviations for city names: City names should be spelled out completely without abbreviations.
  4. Not providing a separate mailing address when it's different from the street address: If the mailing address differs, it must be specified separately.
  5. Failing to complete either the Individual or Corporation section under Service of Process: A choice must be made between an individual or a corporation as the agent, not both.
  6. Entering a P.O. Box for the agent’s address: Just like the company’s address, the agent’s address must be a physical location in California, not a P.O. Box.
  7. Omitting the name of the registered corporate agent if selected: If a corporate agent is chosen, the full legal name of the corporation must be included.
  8. Indecision regarding the management structure: The form requires specifying whether the LLC will be managed by one manager, more than one manager, or all LLC member(s), without leaving this field blank.
  9. Altering the Purpose Statement: The provided Purpose Statement should not be modified. It’s designed to universally apply to all LLCs being registered.
  10. Incorrect or missing signature: The form requires the organizer's signature, confirming that the submitted information is accurate and they are authorized to sign. Missing or incorrectly signed forms are common issues that can easily be avoided.

Addressing these common pitfalls when completing the California LLC-1 form can help ensure that the filing process goes as smoothly as possible. Always double-check entries for accuracy, completeness, and adherence to the specific requirements outlined in the form instructions.

Documents used along the form

Starting a Limited Liability Company (LLC) in California requires thoroughness and an understanding of the additional documents that are essential in tandem with the LLC-1 form, known as the Articles of Organization. While the LLC-1 form initiates the process, several other forms ensure compliance, legal protection, and operational clarity for your LLC. Here is an overview of four such essential documents often used when forming an LLC in California.

  • Statement of Information (Form LLC-12): Shortly after filing your LLC-1, you'll need to complete a Statement of Information, Form LLC-12. This form provides the state with current information about your LLC, including the address, the names and addresses of the managers or members, and the agent for service of process. It is due within 90 days of filing your LLC-1 and every two years thereafter.
  • Operating Agreement: While not filed with the state, an Operating Agreement is crucial for your LLC. It's an internal document that outlines the ownership structure, operating procedures, and financial arrangements among the members. This agreement provides a clear roadmap for decision-making and can help prevent disputes among members.
  • Employer Identification Number (EIN): After successfully filing your Form LLC-1, obtaining an Employer Identification Number from the IRS is essential if your LLC has more than one member or if you plan to hire employees. It's used for tax purposes and to open a bank account for your business.
  • Seller's Permit: If your LLC intends to sell goods in California or will be collecting sales tax, you must apply for a Seller's Permit from the California Department of Tax and Fee Administration. This permit allows you to collect sales tax on behalf of the state from your customers.

Filing the Form LLC-1 with the California Secretary of State is just the beginning of your journey in establishing your LLC. Understanding and preparing the above documents in conjunction with your LLC-1 form will ensure that your company complies with state laws and regulations, thereby laying a strong foundation for your business operations. Remember to check for any specific requirements that may pertain to your industry or location, as additional permits or licenses may be necessary.

Similar forms

The California LLC-1 form, known as the Articles of Organization, is a critical document for establishing a limited liability company (LLC) in California. It outlines basic information about the LLC, including its name, address, agent for service of process, management structure, and purpose. Several other legal documents share similarities in function and content with the LLC-1 form. Below is a list of seven such documents:

  • Articles of Incorporation: Similar to the LLC-1, this document is used to form a corporation instead of an LLC. It includes details like the corporation's name, corporate purpose, agent for service of process, and information on shares and stock structure.
  • Statement of Information (California Form SI-550): Required for both corporations and LLCs within a certain period after filing the foundational document and biennially thereafter. It updates the state on vital information such as the company's current address, directors, officers, or managers, and the agent for service of process.
  • DBA Filing (Doing Business As): Not exclusively for LLCs but all business types, a DBA filing allows a company to operate under a name different from its legal name. Like the LLC-1, it's registered with state or local agencies to inform the public of the true ownership of a business.
  • Foreign LLC Registration: For LLCs formed in one state but wishing to operate in another, this registration is akin to the LLC-1 but for foreign entities. It typically requires information similar to that in the Articles of Organization, adapted to meet the host state's requirements.
  • Operating Agreement: Though not filed with the state like the LLC-1, this internal document is crucial for specifying the operations of the LLC, including management structure, member duties, and profit distribution. It complements the LLC-1 by detailing the governance agreed upon by members.
  • Employer Identification Number (EIN) Application (IRS Form SS-4): While serving a different purpose—the registration of the company with the IRS for tax purposes—obtaining an EIN is a step typically taken shortly after filing the LLC-1, especially if the LLC plans to hire employees or open a bank account.
  • Franchise Tax Board Registration: Similar to obtaining an EIN, registering with California's Franchise Tax Board is necessary for tax compliance. Though the process and purpose differ from filing the LLC-1, it's another step in establishing the LLC's legal and operational footing within the state.

Each of these documents, while serving unique functions, plays an integral role in the formation, registration, and operation of an LLC in California, similarly to the California LLC-1 form.

Dos and Don'ts

When filling out the California LLC-1 form, there are several do's and don'ts that are crucial for a smooth submission process. By following these guidelines, the likelihood of approval without delays increases significantly.

  • Do ensure that the LLC name includes an LLC identifier such as "LLC" or "L.L.C." This is a requirement and "LLC" will be added if not included.
  • Don't enter a P.O. Box for the initial street address of the designated office in California. A physical address is required for this section.
  • Do provide either an individual or a corporation as the service of process but not both. Ensure the information for the chosen option is complete and correct.
  • Don't alter the Purpose Statement. The given statement covers the broad scope of business activities allowed and should be left as is.
  • Do select the correct management structure for your LLC. This information is vital for the legal operation of the LLC. Make sure to check the appropriate box indicating if the LLC will be managed by one manager, more than one manager, or all LLC member(s).
  • Don't forget to sign the form and print your name. The signature affirms under penalty of perjury that the information provided is true and accurate. This is a critical step in the submission process.
  • Do include any additional signatures or information on attached pages if necessary. Ensure that these attachments are 8 ½ x 11, one-sided, legible, and clearly marked as an attachment to Form LLC-1.
  • Don't submit the form without double-checking all entered information for accuracy and completeness. Mistakes or omissions can cause delays in the processing of your submission.

By adhering to these straightforward guidelines, you can navigate the process of filing the California LLC-1 form more effectively, which is the initial step towards establishing a compliant and successful limited liability company in the state of California.

Misconceptions

When starting a business, particularly a Limited Liability Company (LLC) in California, entrepreneurs often find themselves navigating through a variety of forms, including the important California LLC-1 form. While the process is designed to be straightforward, there are common misconceptions that can complicate or delay the filing process. Here are five such misconceptions explained:

  • "Filing the LLC-1 form immediately starts your business operations." This is a common misconception. While filing the LLC-1, or Articles of Organization, is a crucial step in forming your LLC, it doesn't mean your business can start operating immediately. Depending on your business type and location, you might need additional licenses and permits. The LLC-1 form simply registers the business with the California Secretary of State.

  • "The address of the LLC can be a P.O. Box." The form explicitly requires the initial street address of the designated office in California and states that a P.O. Box is not acceptable for this purpose. This requirement ensures there's a physical location associated with the business for legal and official correspondence.

  • "Any name you choose for your LLC will be approved." When filling out the LLC-1 form, your chosen LLC name must meet California state requirements. This includes using an LLC identifier (like LLC or L.L.C.) and ensuring the name is not already in use or too similar to existing business names. A name availability check is recommended before submission.

  • "You don't need an agent for service of process if you're a small business." No matter the size of your LLC, California law requires that you designate either an individual or a corporate agent for service of process. This agent acts as a point of contact for legal documents. For individuals, a California street address is required; P.O. Boxes are not permissible for this designation either.

  • "Once the LLC-1 form is filed, no further action is required to maintain the LLC." This belief can lead to issues down the line. Filing the LLC-1 form is just the beginning. LLCs must also file a Statement of Information within 90 days of filing the Articles of Organization, and every two years thereafter. Additionally, LLCs are subject to an $800 annual tax by the California Franchise Tax Board, starting the first year of registration.

Understanding and addressing these misconceptions can ease the process of filing the California LLC-1 form and help ensure a smoother start for your LLC. It's always recommended to review the latest guidelines from the California Secretary of State and consult with a professional if you have specific questions or concerns about your business.

Key takeaways

When filing the California LLC-1 Articles of Organization, it’s important to ensure all details are accurate and complete. The following key takeaways can help guide you through the process:

  • Include LLC Identifier: The name of your Limited Liability Company (LLC) must contain an LLC identifier such as “LLC” or “L.L.C.” If not included, “LLC” will be automatically added to the end of your business name.
  • Business Addresses: You must provide the initial street address of the designated office in California. Remember, a P.O. Box is not acceptable for this address. If the mailing address differs from the office address, you should provide it as well.
  • Service of Process: An agent for service of process must be designated. This can be either an individual or a corporate agent. For individuals, a California street address is required, and P.O. Boxes are not allowed. If a corporation acts as the agent, only the name of the registered corporate agent is needed.
  • Management Structure: You must specify whether the LLC will be managed by one manager, more than one manager, or all LLC members. This information is crucial for defining the operational structure of your LLC.
  • Purpose Statement: The form includes a predefined purpose statement which should not be altered. This statement confirms that the LLC is organized under the California Revised Uniform Limited Liability Company Act for engaging in any lawful activity.
  • Filing Fee: The filing fee for the LLC-1 form is $70.00. An optional certification fee of $5.00 can also be paid if certification is required.
  • Annual Tax: It’s important to note that LLCs may be subject to pay a minimum $800 tax to the California Franchise Tax Board each year. More information can be found on the provided FTB website.

Ensuring that each of these elements is correctly addressed in your submission can help avoid delays or issues with the formation of your LLC in California. Always double-check your information for accuracy before submission.

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