Limited Liability Company Filing Tips

Many documents cannot be filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. The following filing tips are designed to help you meet the minimum filing requirements of the California Corporations Code. They are not intended to provide legal or business advice. If you have specific legal questions or concerns, please consult a private attorney.

Note: The filing tips on this webpage address the issues which most frequently cause the Secretary of State to return a proposed document. These filing tips do not address all requirements. Please refer to the applicable document sample or form, available on our Forms, Samples and Fees webpage, for complete filing instructions, fees and any additional requirements.

Name Availability

For general information about name availability and name style requirements relating to limited liability companies, please refer to our Name Availability webpage.

Forms

Copies

  • For documents with a filing fee of $25.00 or more: Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5.00 certification fee at the time of submission. To get additional copies, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
  • For documents with no filing fee or a filing fee that is less than $25.00: To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted for filing. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
  • For information about ordering copies after a document has been filed, go to Information Requests.

Filing Options

The completed form/document, along with the applicable filing fee, can be submitted to our Sacramento office:(1) by mail; (2) dropped off at our public counter along with a separate non–refundable $15 special handling fee; or (3) dropped off at our public counter using our preclearance and/or expedited filing services. The preclearance and/or expedited filing of the document within a guaranteed time frame can be requested for a specified non–refundable fee (in lieu of the special handling fee). See Service Options to determine which service will meet your needs. Check(s) should be made payable to the Secretary of State.


Articles of Organization (Form LLC–1) — California Limited Liability Companies

Legal Authority:

Statutory filing requirements are found in California Corporations Code section 17702.01. All statutory references below are to the California Corporations Code, unless otherwise stated.

Note: Operating Agreements are to be maintained by the limited liability company and are not filed with the California Secretary of State. Please do not submit Operating Agreements for filing; if they are submitted, they will be returned unfiled.

Complete Form LLC-1 as follows:

  • Item 1 [LLC Name]: List the proposed limited liability company name. The proposed name:
    • Must include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Company, or Ltd. Liability Co. (Section 17701.08);
    • May not include: bank, trust, trustee, incorporated, inc., corporation, or corp. (Section 17701.08); and
    • May not include: insurer, insurance company, or any other words suggesting that the limited liability company is in the business of issuing policies of insurance and assuming insurance risks. (Section 17701.08.)
    For more information about using a business name in California, go to Name Availability.
  • Item 2: [Purpose]: The statement of purpose is required and should not be altered.
  • Item 3: [LLC Addresses]:
    • Item 3a: List the street address of the limited liability company's initial designated office in California. Do not use a P.O. Box address. Note: The designated office need not be the place of the limited liability company's activity in California. (Section 17701.13.)
    • Item 3b: If different from Item 3a, list the mailing address of the limited liability company.
  • Item 4: [Service of Process]:
    • Item 4a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who resides in California or (2) an active corporation in California that has filed a certificate pursuant to Section 1505. (Section 17701.13.)
    • Item 4b: If the agent for service of process listed in Item 4a is a person (not a corporation), list the agent's business or residential street address in California. Do not use a P.O. Box address. Do not complete Item 4b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file.
    An "agent for service of process" is an individual (manager, member or any other person, whether or not affiliated with the limited liability company) who resides in California or a corporation designated to accept service of process if the limited liability company is sued. Note: A limited liability company cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the limited liability company prior to designation.
  • Item 5: [Management]: Check the applicable box to indicate if the limited liability company will be managed by "one manager," "more than one manager" or "all limited liability company member(s)." Only one box may be checked.
  • Form LLC-1 must be signed by each organizer. If there is more than one organizer and you need more space, attach extra pages that are one-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are made part of Form LLC-1. Note: The person signing Form LLC-1 need not be a member or manager of the limited liability company.
    • If Form LLC-1 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title and the entity name. Example: If a limited liability company ("Smith LLC") is the organizer, the signature of the person signing on behalf of the Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Organizer.
    • If Form LLC-1 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994).

Filing Fee

The fee for filing Form LLC-1 is $70. (California Government Code section 12190.)

Professional Services

A California limited liability company may not provide "professional services" in California. (Section 17701.04.) "Professional services" are defined as any type of professional services that may be lawfully rendered pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act. (Sections 13401(a) and 13401.3.) If your business is required to be licensed, certified or registered, before submitting Form LLC-1 to the California Secretary of State's office, it is recommended that you contact the appropriate licensing authority in order to determine whether your services are considered professional. For licensing requirements in California, please refer to the CalGold or California Department of Consumer Affairs websites.

Statement of Information (Form LLC-12)

Form LLC-12 must be filed with the California Secretary of State within the first 90 days of filing the Articles of Organization, after which a Statement of Information is due every two years (every odd year or every even year based on year of initial registration). (Section 17702.09.) See Filing Schedule.

Minimum Tax Requirement:

Filing Form LLC-1 will obligate most limited liability partnerships to pay an annual minimum tax of $800 to the California Franchise Tax Board pursuant to California Revenue and Taxation Code section 17941. For more information, please refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) (PDF).

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Application to Register (Form LLC–5) — Foreign Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17708.02. All statutory references below are to the California Corporations Code, unless otherwise stated.

Additional Requirement

A Certificate of Good Standing, issued within the last six months by the agency in the state, country or other place where the foreign limited liability company was formed originally, must be attached to Form LLC-5 at the time of filing.

Complete Form LLC-5 as follows:

  • Item 1a: [LLC Name]: List the name of the limited liability company you use now in the state, country or other place where the limited liability company was formed. The name must match the name listed in the Certificate of Good Standing.
  • Item 1b: [California Alternate Name, If Required]: If the limited liability company name in Item 1a does not comply with Section 17701.08; list an alternate name to be used in California exactly as it is to appear on the records of the California Secretary of State. The proposed alternate name:
    • Must include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Company, or Ltd. Liability Co. (Sections 17701.08) and 17708.05);
    • May not include: bank, trust, trustee, incorporated, inc., corporation, or corp. (Sections 17701.08) and 17708.05); and
    • May not include: insurer, insurance company, or any other words suggesting that the limited liability company is in the business of issuing policies of insurance and assuming insurance risks. (Sections 17701.08) and 17708.05).
    For more information about using a business name in California, go to Name Availability.
  • Item 2: [LLC History]: The information listed in Items 2a and 2b must matchthe information listed in the Certificate of Good Standing:
    • Item 2a: List the date the foreign limited liability company was formed originally.
    • Item 2b: List the state, country or other place where the foreign limited liability company was formed originally.
    • Item 2c: This statement is required and should not be altered.
  • Item 3: [Business Addresses]:
    • Item 3a: List the street address of the foreign limited liability company's principal executive office. Do not use a P.O. Box address.
    • Item 3b: If any, list the street address of the foreign limited liability company's principal office in California.
    • Item 3c: If different from Items 3a or 3b, list the mailing address of the foreign limited liability company's principal executive office.
  • Item 4: [Service of Process]:
    • Item 4a: List the name of the agent for service of process. The agent for service of process must be: (1) a person who resides in California or (2) an active corporation in California that has filed a certificate pursuant to Section 1505. (Section 17701.13.)
    • Item 4b: If the agent for service of process listed in Item 4a is a person (not a corporation), list the agent's business or residential street address in California. Do not use a P.O. Box address. (Section 17701.13.) Do not complete Item 4b if the agent for service of process is a corporation as the corporate agent's address for service of process is already on file.
    An "agent for service of process" is an individual (manager, member or any other person, whether or not affiliated with the limited liability company) who resides in California or a corporation designated to accept service of process if the limited liability company is sued. Note: A limited liability company cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the limited liability company prior to designation.
  • Form LLC-5 must be signed by a person with authority to do so under the laws of the state, country or other place where the limited liability company was formed.

Filing Fee

The fee for filing Form LLC-5 is $70. (California Government Code section 12190.)

Certificate of Registration

Upon filing Form LLC-5, the California Secretary of State will issue a Certificate of Registration to the foreign limited liability company. Note: The Certificate of Registration is only issued at the time of registration and will not be reissued if lost or misplaced.

Professional Services

A foreign limited liability company that provides professional services cannot register in California. (Section 17701.04.) Professional services are defined as any type of professional services that may be lawfully rendered pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act. (Sections 13401(a) and 13401.3.) If your business is required to be licensed, certified or registered, before submitting Form LLC-5 to the California Secretary of State's office, it is recommended that you contact the appropriate licensing authority in order to determine whether your services are considered professional. For licensing requirements in California, please refer to the CalGold or California Department of Consumer Affairs websites.

Statement of Information (Form LLC-12)

Form LLC-12 must be filed with the California Secretary of State within the first 90 days of filing the Application to Register, after which a Statement of Information is due every two years (every odd year or every even year based on year of initial registration). (Section 17702.09.) See Filing Schedule.

Minimum Tax Requirement (PDF)

Filing Form LLC-5 will obligate most limited liability companies to pay an annual minimum tax of $800 to the California Franchise Tax Board pursuant to California Revenue and Taxation Code section 17941. For more information, please refer to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) (PDF).

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Amendment to Articles of Organization (Form LLC–2) — California Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17702.02. All statutory references below are to the California Corporations Code, unless otherwise stated.

  • To file Form LLC-2, the status of the limited liability company must be active on the records of the California Secretary of State, or if suspended, Form LLC-2 only can be filed to list a new limited liability company name. (Section 17713.10.) To check the status of the limited liability company, go to BusinessSearch.sos.ca.gov.
  • Do not use Form LLC-2 to change the limited liability company's addresses, the names or addresses of the limited liability company's managers, or the name or address of the limited liability company's agent for service of process. To change that information, you must file a Statement of Information (Form LLC-12).
  • Operating Agreements are to be maintained by the limited liability company and are not filed with the California Secretary of State. (Section 17701.13(d)(5).) Please do not submit Operating Agreements for filing; if they are submitted, they will be returned unfiled.

Complete Form LLC-2 as follows:

  • Item 1: [LLC's Exact Name]: List the name of the limited liability company exactly as it appears on the records of the California Secretary of State.
  • Item 2: [LLC File No]: List the 12-digit file number issued by the California Secretary of State to the limited liability company.
  • Item 3: [Purpose]: The statement of purpose is required and should not be altered.
  • Item 4: [New LLC Name]: If you are changing the name of the limited liability company, list the new name. The new name:
    • Must include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Company, or Ltd. Liability Co. (Section 17701.08.);
    • May not contain: bank, trust, trustee, incorporated, inc., corporation, or corp. (Section 17701.08.); and
    • May not contain: insurer, insurance company, or any other words suggesting that the limited liability company is in the business of issuing policies of insurance and assuming insurance risks. (Section 17701.08.)
  • Item 5: [Management]: If you are changing the management structure of the limited liability company, check the applicable box to indicate if the limited liability company will be managed by "one manager," "more than one manager" or "all limited liability company member(s)." Only one box may be checked.
  • Item 6: [Amendment to Text of the Articles of Organization]: If applicable, list any other amendment to the Articles of Organization. List both the current text, and the text as amended by this filing.
  • Unless a greater number is provided for in the Articles of Organization (Form LLC-1), Form LLC-2 must be signed by at least one manager, if the limited liability company is manager-managed or at least one member, if the limited liability company is member-managed. Include the title of the individual (i.e., " manager" or "member", as applicable) signing Form LLC-2.

    If you need more space, attach extra pages that are one-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are made part of Form LLC-2.
    • If Form LLC-2 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title and the entity name. Example: If a limited liability company ("Smith LLC") is the organizer, the signature of the person signing on behalf of the Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Organizer.
    • If Form LLC-2 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994).

Filing Fee

The fee for filing Form LLC-2 is $30. (California Government Code section 12190.)

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Restated Articles of Organization (Form LLC–10) — California Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17702.02. All statutory references below are to the California Corporations Code, unless otherwise stated.

  • To file Form LLC-10, the status of the limited liability company must be active on the records of the California Secretary of State. To check the status of the limited liability company, go to BusinessSearch.sos.ca.gov.
  • If you have not filed a Statement of Information (Form LLC-12), in an attachment to Form LLC-10 list the limited liability company addresses and the name and address of the agent for service of process exactly as listed in the initial articles of organization.
  • Do not use Form LLC-10 to change the limited liability company's addresses, the names or addresses of the limited liability company's managers, or the name or address of the limited liability company's agent for service of process. To change that information, you must file a Statement of Information (Form LLC-12).
  • Operating Agreements are to be maintained by the limited liability company and are not filed with the California Secretary of State. (Section 17701.13(d)(5).) Please do not submit Operating Agreements for filing; if they are submitted, they will be returned unfiled.

Complete Form LLC-10 as follows:

  • Item 1: [LLC's Exact Name]: List the name of the limited liability company exactly as it appears on the records of the California Secretary of State.
  • Item 2: [LLC File No]: List the 12-digit file number issued by the California Secretary of State to the limited liability company.
  • Item 3: [New LLC Name]: If you are changing the name of the limited liability company, list the new name. The new name:
    • Must include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Company, or Ltd. Liability Co. (Section 17701.08.);
    • May not contain: bank, trust, trustee, incorporated, inc., corporation, or corp. (Section 17701.08.); and
    • May not contain: insurer, insurance company, or any other words suggesting that the limited liability company is in the business of issuing policies of insurance and assuming insurance risks. (Section 17701.08.)
  • Item 4: [Purpose]: The statement of purpose is required and should not be altered.
  • Item 5: [Management]: Check the applicable box to indicate if the limited liability company will be managed by "one manager," "more than one manager" or "all limited liability company member(s)." Only one box may be checked.
  • Item 6: [Amendment to Text of the Articles of Organization]: If applicable, list any other amendment to the Articles of Organization. List both the current text, and the text as amended by this filing.
  • Unless a greater number is provided for in the Articles of Organization (Form LLC-1), Form LLC-10 must be signed by at least one manager, if the limited liability company is manager-managed or at least one member, if the limited liability company is member-managed. Include the title of the individual (i.e., " manager" or "member", as applicable) signing Form LLC-10.

    If you need more space, attach extra pages that are one-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are made part of Form LLC-10.
    • If Form LLC-10 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title and the entity name. Example: If a limited liability company ("Smith LLC") is the organizer, the signature of the person signing on behalf of the Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Organizer.
    • If Form LLC-10 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994).

Filing Fee

The fee for filing Form LLC-10 is $30. (California Government Code section 12190.)

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Certificate of Correction (Form LLC–11) — California or Foreign Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17702.06. All statutory references below are to the California Corporations Code, unless otherwise stated.

  • To file Form LLC-11, the status of the limited liability company must be active on the records of the California Secretary of State. To check the status of the limited liability company, go to BusinessSearch.sos.ca.gov.
  • Use Form LLC-11 to correct a limited liability company record that was previously filed with the California Secretary of State if:
    1. The record was filed pursuant to the California Revised Uniform Limited Liability Company Act commencing with Section 17701.01; and
    2. The record, at the time of filing, contained inaccurate information or was defectively signed.
  • Do not use Form LLC-11 to change the limited liability company's addresses, the names or addresses of the limited liability company's managers, or the name or address of the limited liability company's agent for service of process. To change that information, you must file a Statement of Information (Form LLC-12).
  • Do not use Form LLC-11 to change the name of the limited liability company on file with the California Secretary of State. To change that information you must file a Certificate of Amendment (Form LLC-2) if the entity is a California limited liability company or an Amendment to Registration of a Foreign Limited Liability Company (Form LLC-6) if the entity is a registered foreign limited liability company.

Complete Form LLC-11 as follows:

  • Item 1: [LLC's Exact Name]: List the name under which the limited liability company transacts business in California, exactly as it appears on the records of the California Secretary of State.
  • Item 2: [LLC File No]: List the 12-digit file number issued by the California Secretary of State to the limited liability company.
  • Item 3: [Title of Document Being Corrected]: List the exact title of the document being corrected.
  • Item 4: [Parties to the Document Being Corrected]: List the name of each party that signed the document being corrected. Note: If the document was signed by a person on behalf of the party to the document (e.g., attorney-in-fact), enter the name of that person and the capacity under which they signed the document (e.g., name of attorney-in fact, attorney-in-fact for name of party to the document).
  • Item 5: [File Date of Document Being Corrected]: List the complete date (Month, Day and Year) that the document being corrected was filed with the California Secretary of State.
  • Item 6: [Document Provision being corrected]: List the provision in the document being corrected, or if the execution of the document was defective, list the manner in which it was defective.
  • Item 7: [Document Provision as corrected]: List the corrected information or the correct signature.
  • Form LLC-11 must be signed in the same manner in which the document being corrected was required to be signed. If you need more space, attach extra pages that are one-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are made part of Form LLC-11.
    • If Form LLC-11 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title and the entity name. Example: If a limited liability company ("Smith LLC") is the organizer, the signature of the person signing on behalf of the Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Organizer.
    • If Form LLC-11 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994).

Filing Fee

The fee for filing Form LLC-11 is $30. (California Government Code section 12190.)

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Amendment to Registration of a Foreign Limited Liability Company (Form LLC–6) — Foreign Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17708.05. All statutory references below are to the California Corporations Code, unless otherwise stated.

Do not use Form LLC-6 to change the foreign limited liability company's addresses, the names or addresses of the foreign limited liability company's managers, or the name or address of the foreign limited liability company's agent for service of process. To change that information, you must file a Statement of Information (Form LLC-12).

Additional Requirement

A certificate by the agency where the foreign limited liability company was formed, issued within the last six months and certifying that the name was changed in that state, country or other place, must be attached to Form LLC-6 at the time of filing.

Complete Form LLC-6 as follows:

  • Item 1: [LLC Name Used in California]: List the name under which the foreign limited liability company transacts business in California, exactly as it appears on the records of the California Secretary of State.
  • Item 2: [LLC File No]: List the 12-digit file number issued by the California Secretary of State to the foreign limited liability company.
  • Item 3: [LLC Name]: If changed, list the name of the limited liability company you use now in the state, country or other place where the limited liability company was formed. The name must match the name listed in the certificate of name change issued by the agency where the foreign limited liability company was formed.
  • Item 4: [Alternate Name]: List an alternate name to be used in California if: (1) the limited liability company name in Item 3 does not comply with California naming requirements (Section 17701.08) or (2)you only are filing Form LLC-6 to change an existing alternate name. List the alternate name exactly as it is to appear on the records of the California Secretary of State. The alternate name:
    • Must include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Company, or Ltd. Liability Co. (Sections 17701.08) and 17708.05);
    • May not include: bank, trust, trustee, incorporated, inc., corporation, or corp. (Sections 17701.08) and 17708.05); and
    • May not include: insurer, insurance company, or any other words suggesting that the limited liability company is in the business of issuing policies of insurance and assuming insurance risks. (Sections 17701.08) and 17708.05).
    For more information about using a business name in California, go to Name Availability.
  • Item 5: [Existing Alternate LLC Name]: Check the box if (1) the foreign limited liability company registered in California before January 1, 2014; (2) currently transacts intrastate business in California under the alternate name listed in Item 1; and (3) upon filing Form LLC-6, the foreign limited liability company will continue to transact intrastate business in California under the alternate name listed in Item 1. Note: If you check the box, do not complete Item 4.
  • Item 6: [Existing Alternate LLC Name]: If (1) the foreign limited liability company registered in California after December 31, 2013; (2) the foreign limited liability company currently transacts intrastate business in California under the alternate name listed in Item 1; and (3) the name of the foreign limited liability company now used in the state, country or other place of the limited liability company's formation complies with Section 17701.08, you must check the box to relinquish the alternate name and upon filing Form LLC-6, transact intrastate business in California under the name now used in the state, country or other place of the limited liability company's formation. If the foreign limited liability company registered in California before January 1, 2014, you may check the box to relinquish the alternate name listed in Item if the name now used in the state, country or other place of the limited liability company's formation complies with Section 17701.08. Note: If you check the box, do not complete Item 4.
  • Form LLC-6 must be signed by a person with authority to do so under the laws of the state, country or other place where the limited liability company was formed.

Filing Fee

The fee for filing Form LLC-6 is $30. (California Government Code section 12190.)

Certificate of Registration

Upon filing Form LLC-6, the California Secretary of State will issue a new Certificate of Registration to the foreign limited liability company. Note: The Certificate of Registration is only issued at the time of filing Form LLC-6 and will not be reissued if lost or misplaced.

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Certificate of Dissolution (Form LLC–3) — California) Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17707.08. All statutory references below are to the California Corporations Code, unless otherwise stated.

  • To file Form LLC-3, the status of the limited liability company must be active on the records of the California Secretary of State. To check the status of the limited liability company, go to BusinessSearch.sos.ca.gov.
  • Note: To cancel the Articles of Organization, the limited liability company must file Form LLC-3 prior to or together with a Certificate of Cancellation (Form LLC-4/7). However, if ALL of the members vote to dissolve, only Form LLC-4/7 is required.

Complete Form LLC-3 as follows:

  • Item 1: [Limited Liability Company Name]: List the name of the limited liability company exactly as it appears on the records of the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).
    • If registered foreign (formed outside of California) limited liability company, do not file Form LLC-3; file the Certificate of Cancellation (Form LLC-4/7) to terminate the registration in California.
  • Item 2: [12-Digit Secretary of State File Number]: List the 12-digit file number issued by the California Secretary of State to the limited liability company.
    • The 12-digit file number is provided by the Secretary of State above the file stamp at the top of the limited liability company’s formation document filed with the California Secretary of State.
    • To ensure you have the correct file number and exact name of the limited liability company, look to your formation document filed with the California Secretary of State and any name change amendments.
    • Secretary of State records can be accessed online through our Business Search at BusinessSearch.sos.ca.gov. While searching the Business Search, be sure to identify your limited liability company correctly including the jurisdiction that matches your limited liability company.
  • Item 3: [Dissolution]: Check the applicable box to identify the circumstance, as provided in Section 17707.01, that caused the dissolution of a limited liability company. Only one box may be selected. Note: If none of the listed circumstances apply to the limited liability company, Form LLC-3 may not be filed.
    • If the dissolution was made by the vote of ALL the members of the California limited liability company, do not complete Form LLC-3 and proceed to terminate the limited liability company by submitting the Certificate of Cancellation (Form LLC-4/7) indicating on Form LLC-4/7 that the dissolution was made by the vote of ALL the members.
    • The Certificate of Dissolution (Form LLC-3) puts all on notice that the limited liability company has elected to wind up the business of the limited liability company and is in the process of paying liabilities and distributing assets.
    • In order to terminate the limited liability company, the limited liability company also must file a Certificate of Cancellation (Form LLC-4/7) .
  • Item 4: Form LLC-3 must be signed by the managers, unless the limited liability company has had no members for 90 consecutive days, in which case the form must be signed by the person(s) authorized to pay liabilities, distribute assets and terminate the limited liability company.
    • If you need more space for signatures, place the additional signatures on only one side of a standard letter-sized piece of paper (8 1/2" x 11") clearly marked as a signature attachment to Form LLC-3 and attach the extra page(s) to the completed Form LLC-3. Multiple signed Form LLC-3s will be returned without being filed. All attachments are part of this document.
    • If Form LLC-3 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title, the exact entity name and the entity’s relation to the dissolving limited liability company. Example: If the limited liability company (“Smith LLC”) is the manager of the canceling limited liability company, the signature of the person signing on behalf of Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Manager.
    • If Form LLC-3 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994), Member.

Filing Fee

There is no fee for filing Form LLC-3. (California Government Code section 12190.)

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Certificate of Cancellation (Form LLC–4/7) — California) or Foreign Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code sections 17707.08 [for California limited liability companies] and 17708.06 [for registered foreign limited liability companies]. All statutory references below are to the California Corporations Code, unless otherwise stated.

  • To file Form LLC-4/7, the status of the limited liability company must be active on the records of the California Secretary of State. To check the status of the limited liability company, go to BusinessSearch.sos.ca.gov.
  • Use Form LLC-4/7 to cancel the Articles of Organization [for California limited liability companies] or the Certificate of Registration [for registered foreign limited liability companies]. Upon the effective date of the filing, the powers, rights and privileges of the limited liability company will cease in California.
  • For California limited liability companies: A Certificate of Dissolution (Form LLC-3) must be filed prior to or together with Form LLC-4/7. However, if the vote to dissolve was made by the vote of ALLl the members and that fact is noted on Form LLC-4/7, Form LLC-3 is not required.

Complete Form LLC-4/7 as follows:

  • Item 1: [Limited Liability Company Name]: List the name of the limited liability company exactly as it appears on the records of the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).
    • Some foreign limited liability companies may have registered using an alternate name.
  • Item 2: [12-Digit Secretary of State File Number]: List the 12-digit file number issued by the California Secretary of State to the limited liability company.
    • The 12-digit file number is provided by the Secretary of State above the file stamp at the top of the limited liability company’s formation document filed with the California Secretary of State.
    • To ensure you have the correct file number and exact name of the limited liability company, look to your formation document filed with the California Secretary of State and any name change amendments.
    • Secretary of State records can be accessed online through our Business Search at BusinessSearch.sos.ca.gov. While searching the Business Search, be sure to identify your limited liability company correctly including the jurisdiction that matches your limited liability company.
  • Item 3: [Dissolution]: For California Limited Liability Companies ONLY: Check the box only if the vote to dissolve was made by the vote of ALLthe members.
    • If the dissolution was made by the vote of ALL the members of the California limited liability company, check the box. The Certificate of Dissolution (Form LLC-3) is not required.
    • If the dissolution was not made by the vote of ALL the members of the California limited liability company, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with this Form LLC-4/7.
  • Item 4: [Tax Liability Statement]: This statement is required and should not be altered. See Final Tax Returns section below.
  • Item 5: [Cancellation Statement]: This cancellation statement confirms the effect of filing Form LLC-4/7 and should not be altered.
  • Item 6: California limited liability companies: Form LLC-4/7 must be signed by the managers, unless the limited liability company has had no members for 90 consecutive days, in which case the form must be signed by the person(s) authorized to pay liabilities, distribute assets and terminate the limited liability company. Registered foreign limited liability companies:Form LLC-4/7 must be signed by a person authorized to do so under the laws of the foreign jurisdiction.
    • If you need more space for signatures, place the additional signatures on only one side of a standard letter-sized piece of paper (8 1/2" x 11") clearly marked as a signature attachment to Form LLC-4/7 and attach the extra page(s) to the completed Form LLC-4/7. Multiple signed Form LLC-4/7s will be returned without being filed. All attachments are part of this document.
    • If Form LLC-4/7 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title, the exact entity name and the entity’s relation to the dissolving limited liability company. Example: If the limited liability company (“Smith LLC”) is the manager of the canceling limited liability company, the signature of the person signing on behalf of Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Manager.
    • If Form LLC-4/7 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994), Members.

Filing Fee

There is no fee for filing Form LLC-4/7. (California Government Code section 12190.)

Final Tax Returns

See California Franchise Tax Board’s (FTB) Publication 1038 – Guide to Dissolve, Surrender, or Cancel a California (or Foreign) Business Entity.

  • All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCs not classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800 annual tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB active and continue to be subject to the $800 annual tax and/or fee.
  • For information regarding FTB forms and publications visit the FTB’s website or contact the FTB at (800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.).

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Short Form Cancellation Certificate (Form LLC–4/8) — California Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17707.02. All statutory references below are to the California Corporations Code, unless otherwise stated.

  • To file Form LLC-4/8, the status of the limited liability company must be active on the records of the California Secretary of State. To check the status of the limited liability company, go to BusinessSearch.sos.ca.gov.
  • Form LLC-4/8 can be used to cancel the limited liability company's Articles of Organization if allof the following requirements are met:
    1. Form LLC-4/8 is being filed within twelve (12) months from the date the Articles of Organization were filed with the California Secretary of State;
    2. The limited liability company has no debts or other liabilities (other than tax liability);
    3. The known assets of the limited liability company remaining after payment of, or adequately providing for, known debts and liabilities have been distributed to the persons entitled thereto or no known assets have been acquired;
    4. The final tax return or a final annual tax return has been or will be filed with the Franchise Tax Board;
    5. The limited liability company has not conducted any business from the time of the filing of the Articles of Organization;
    6. 50 percent or more of the voting interests of the managers or members, or if there are no managers or members, the person or 50 percent or more of the persons who signed the Articles of Organization (i.e., the organizer(s)), voted to dissolve the limited liability company; and
    7. If the limited liability company received payments for interests from investors, those payments have been returned to those investors.
  • If any of the requirements listed above are not met by the limited liability company, you are not eligible to file Form LLC-4/8. To cancel the limited liability company's Articles of Organization you must file a Certificate of Dissolution (Form LLC-3) and a Certificate of Cancellation (Form LLC-4/7). However, if all of the members vote to dissolve the limited liability company, only Form LLC-4/7 is required.

Complete Form LLC-4/8 as follows:

  • Item 1: [Limited Liability Company Name]: List the name of the limited liability company exactly as it appears on the records of the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).
    • A registered foreign (formed outside of California) LLC cannot use the Short Form Cancellation (Form LLC-4/8) and must file the Certificate of Cancellation (Form LLC-4/7).
  • Item 2: [12-Digit Secretary of State File Number]: List the 12-digit file number issued by the California Secretary of State to the limited liability company.
    • The 12-digit file number is provided by the Secretary of State above the file stamp at the top of the limited liability company’s formation document filed with the California Secretary of State.
    • To ensure you have the correct file number and exact name of the limited liability company, look to your formation document filed with the California Secretary of State and any name change amendments.
    • Secretary of State records can be accessed online through our Business Search at BusinessSearch.sos.ca.gov. While searching the Business Search, be sure to identify your limited liability company correctly including the jurisdiction that matches your limited liability company.
  • Item 3: [Required Statements]: These required statements ALLmust be true and must not be altered.
  • Item 4: [Cancellation Statement]: This statement confirms the effect of filing Form LLC-4/8 and should not be altered.
  • Item 5: Form LLC-4/8 must be signed and acknowledged by 50 percent or more of the voting interests of the members, or if there are no members, by 50 percent or more of the voting interests of the managers, if any. If there are no members or managers, Form LLC-4/8 must be signed by the person or 50 percent or more of the persons who signed the initial Articles of Organization (i.e., the organizer(s)).
    • If you need more space for signatures, place the additional signatures on only one side of a standard letter-sized piece of paper (8 1/2" x 11") clearly marked as a signature attachment to Form LLC-4/8 and attach the extra page(s) to the completed Form LLC-4/8. Multiple signed Form LLC-4/8s will be returned without being filed. All attachments are part of this document.
    • If Form LLC-4/8 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title, the exact entity name and the entity’s relation to the dissolving limited liability company. Example: If the limited liability company (“Smith LLC”) is the manager of the canceling limited liability company, the signature of the person signing on behalf of Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Manager.
    • If Form LLC-4/8 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994), Member.

Filing Fee

There is no fee for filing Form LLC-4/8. (California Government Code section 12190.)

Final Tax Returns

See California Franchise Tax Board’s (FTB) Publication 1038 – Guide to Dissolve, Surrender, or Cancel a California (or Foreign) Business Entity.

  • All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCs not classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800 annual tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB active and continue to be subject to the $800 annual tax and/or fee.
  • For information regarding FTB forms and publications visit the FTB’s website or contact the FTB at (800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.).

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Certificate of Continuation (Form LLC–8) — California Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code section 17707.09. All statutory references below are to the California Corporations Code, unless otherwise stated.

To file Form LLC-4/8, the status of the limited liability company must be active on the records of the California Secretary of State. To check the status of the limited liability company, go to BusinessSearch.sos.ca.gov.

Complete Form LLC-8 as follows:

  • Item 1: [LLC's Exact Name]: List the name of the limited liability company exactly as it appears on the records of the California Secretary of State.
  • Item 2: [LLC File No]: List the 12-digit file number issued by the California Secretary of State to the limited liability company.
  • Item 3: [Reason for Filing]: Check the applicable box. Only one box may be checked.
  • Item 4: [Revocation of Certificate of Dissolution]: This statement confirms the effect of filing Form LLC-8 and should not be altered.
  • Form LLC-8 should be signed by a person authorized by the limited liability company, i.e., manager.
    • If Form LLC-8 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title and the entity name. Example: If a limited liability company ("Smith LLC") is the organizer, the signature of the person signing on behalf of the Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Organizer.
    • If Form LLC-8 is signed by a trust, the trustee should sign as follows:___________, trustee for ___________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T 5-1-1994).

Filing Fee

The fee for filing Form LLC-8 is $30. (California Government Code section 12190.)

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Certificate of Merger (Form OBE MERGER–1) — Merger between Limited Liability Companies –or– between Limited Liability Companies and Other Business Entities

  • The CLASS and NUMBER of outstanding interests/members/shares of each class entitled to vote for both the surviving entity and the disappearing entity must be entered in Item 9 of Form OBE Merger–1. (Corporations Code section 17710.14(a).)

    For example: If a California limited liability company (the surviving entity in the merger) is merging with another California limited liability company (the disappearing entity in the merger), under the heading "CLASS AND NUMBER" in the "SURVIVING ENTITY" and "DISAPPEARING ENTITY" sections of Item 9:
    • Enter the total number of members entitled to vote on the merger (e.g., 50 members); or
    • If the limited liability company has issued shares, enter the total number of shares of each class entitled to vote on the merger (e.g., Class A: 50 shares and Class B: 40 shares); or
    • If the limited liability company votes are based on a percentage of profits and losses, enter "100% of the membership."
  • Item 9 must also state the PERCENTAGE VOTE REQUIRED of each class. Generally, approval of a majority (or more than 50%) is required. A vote of 50% is not acceptable (50% to 50% = a tie). (Corporations Code section 17710.14(a).)

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Resignation of Agent For Service of Process (Form RA–100) — California or Foreign Limited Liability Companies

  • The current agent for service of process must be entered in Item 5. Often, the "agent" completing Item 5 is not the agent of record or the agent has already resigned. (Corporations Code section 17701.15.) The name of the limited liability company's current agent for service of process, if any, is available online on the Secretary of State's Business Search.
  • If the limited liability company's current agent for service of process is a corporation, the corporation's name must be stated in Item 5 and Form RA-100 must be signed by an authorized representative of the registered corporate agent and the title of office of the authorized representative must be stated. (Corporations Code section 17701.15.)
  • A California or foreign limited liability company may change the name of an officer, manager, member or the agent for service of process by filing a new Statement of Information – Limited Liability Company (Form LLC–12). (Corporations Code section 17702.09.) Form RA–100 should not be used.

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