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.
For general information about name availability and name style requirements relating to limited liability companies, please refer to our Name Availability webpage.
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 form, available on our Forms, Samples and Fees webpage, for complete filing instructions, fees and any additional requirements.
Articles of Organization (Form LLC–1) — Domestic Limited Liability Companies
- The name of a limited liability company must end with the words "Limited Liability Company", "Ltd. Liability Co." or the abbreviation "LLC" or "L.L.C." (Corporations Code section 17052(a).)
- Corporations Code section 17051(a)(4) requires the Articles of Organization to set forth the name (Item 3) of the initial agent for service of process. If the initial agent for service of process is an individual, the articles also must set forth the address (Item 4) for purposes of service of process. If the initial agent for service of process is a corporation (which corporation must comply with Corporations Code section 1505 prior to designation), no address is to be entered (complete Item 3 and leave Item 4 blank).
Note: A limited liability company cannot act as its own agent for service of process and only one agent can be designated.
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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 17451. 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 or country 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 1: List the name under which the foreign limited liability company will do business in California. The proposed name:
- Must end with the words "Limited Liability Company", "Ltd. Liability Co." or the abbreviation "LLC" or "L.L.C." (Sections 17052 and 17452);
- May not contain the words "bank," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp." (Sections 17052 and 17452); and
- May not contain the words "insurer," "insurance company," or any other words suggesting that the foreign limited liability company is in the business of issuing policies of insurance and assuming insurance risks. (Sections
17052 and
17452.)
Please see Name Availability for more information about using a business name in California.
- Item 2: LLC History:
The information listed in Items 2a, 2b and 2c must match the information listed in the Certificate of Good Standing.
- Item 2a: List the name of the foreign limited liability company only if the name is different than the proposed name listed in Item 1.
- Item 2b: List the date the foreign limited liability company was formed originally.
- Item 2c: List the state or country where the foreign limited liability company was formed originally.
- Item 3: Service of Process:
- Item 3a: 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
17061(d).)
- Item 3b: If the agent for service of process listed in Item 3a is a person (not a corporation), list the
agent's California address. (Section 17061(d).) Do not complete Item 3b if the agent for service of process is a corporation.
Note: A limited liability company cannot act as its own agent for service of process; only one agent for service of process can be listed; and the agent for service
of process should agree to accept service of process on behalf of the foreign limited liability company prior to designation.
- Item 4: LLC Address
- Item 4a: List the address of the headquarters (principal executive office) of the foreign limited liability company.
- Item 4b: List the address of the foreign limited liability company's main office in California, if any.
- Item 5: Form LLC-5 must be signed by a person with authority to do so under the laws of the state or country where the limited liability company was formed.
Filing Options: The completed form, along with a $70 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). Please see Service Options to determine which service will meet your needs. Check(s) should be made payable to the Secretary of State.
Copies: The California Secretary of State will certify up to two copies of the filed document without charge, if you provide the complete copies (with any required attachments) together with the document to be filed. Any additional copies submitted with $8 per copy will be certified.
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 limited liability company may not render professional services in California. (Section
17375.) 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.
Minimum Tax Requirement (pdf ~44KB): 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.
Statement of Information (Form LLC-12): Form LLC-12 must be filed with the California Secretary of State within 90 days after filing Form LLC-5 and biennially thereafter during the applicable filing period. The applicable filing period is the calendar month in which the Form LLC-5 was filed and the immediately preceding five calendar months. (Section 17060.)
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Certificate of Amendment (Form LLC–2) — Domestic Limited Liability Companies
- The 12-digit file number issued by the Secretary of State must be entered in Item 1 and must match exactly to the file number of the entity as it appears on our records. (Corporations Code section 17054(b)(1).)
- Unless provided otherwise, the Certificate of Amendment is effective upon filing with our office; the file date given is the date of receipt. (Corporations Code section 17062.) Do not enter a future effective date in Item 4 unless it is a date beyond the date the Certificate of Amendment is received by our office. (Corporations Code section 17056(c).)
- The Certificate of Amendment must be executed (Item 6) by at least one manager (or member if the limited liability company is member managed), unless a greater number is provided in the operating agreement. (Corporations Code section 17054(b).)
- The title of the individual (i.e., "manager" or "member", as applicable) signing the Certificate of Amendment must be set forth in Item 6. (Corporations Code section 17054(b).)
- In order to change the name of any manager(s) or member(s) or the name/address of an agent for service of process, a Statement of Information - Limited Liability Company (Form LLC–12) should be filed. (Corporations Code section 17060.) If such a change is intended, Form LLC–2 should not be filed.
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Restated Articles of Organization (Form LLC–10) — Domestic Limited Liability Companies
- The 12-digit file number issued by the Secretary of State must be entered in Item 1 and must match exactly to the file number of the entity as it appears on our records. (Corporations Code section 17054(f).)
- Unless provided otherwise, restated articles are effective upon filing with our office; the file date given is the date of receipt of a document that complies with law. (Corporations Code section 17062.) Do not enter a future effective date in Item 4 unless it is a date beyond the date the restated articles are received by our office and not more than 90 days after its filing date. (Corporations Code section 17056(c).)
- The title of the individual (i.e., "manager" or "member", as applicable) signing the restated articles must be set forth in Item 11. (Corporations Code section 17054.)
- Operating Agreements are to be maintained by the limited liability company and are not filed with the Secretary of State. Please do not submit Operating Agreements for filing; if they are submitted, they will be returned unfiled.
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Certificate of Correction (Form LLC–11) — Domestic or Foreign Limited Liability Companies
- The name(s) of each party that executed the document being corrected must be entered in Item 4. (Corporations Code section 17055(b)(3).)
- Form LLC–11 must be executed in the same manner in which the document being corrected was required to be executed. This execution must be set forth in Item 8. (Corporations Code section 17055(d).)
- A domestic or foreign limited liability company may change the name and/or address of its agent for service of process by filing a Statement of Information – Limited Liability Company (Form LLC–12). (Corporations Code section 17060.) If such changes are intended, Form LLC–11 should not be filed.
- A domestic limited liability company may change its name by filing a Certificate of Amendment (Form LLC–2). (Corporations Code section 17054.) If such a change is intended, Form LLC–11 should not be filed.
- A foreign limited liability company may change its name by filing an Application for Registration Certificate of Amendment (Form LLC–6). (Corporations Code section 17454.) If such a change is intended, Form LLC–11 should not be used to change the name of a foreign limited liability company.
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Application for Registration Certificate of Amendment (Form LLC–6) — Foreign Limited Liability Companies
- Only a foreign registered limited liability company can use Form LLC–6. A domestic limited liability company must use a Certificate of Amendment (Form LLC–2) in order to amend its articles of organization. (Corporations Code section 17454.)
- The 12-digit file number issued by the California Secretary of State must be entered in Item 1 and must match exactly to the file number of the entity as it appears on our records. (Corporations Code section 17454.)
- If the name of the foreign limited liability company has changed in its home jurisdiction, and the new foreign name ends with the words "Limited Liability Company", "Ltd. Liability Co." or the abbreviation "LLC" or "L.L.C." and is otherwise available, Items 3a and 3b must be completed using the new foreign name. However, if the new foreign name does not have the appropriate ending, Item 3b must be completed using the new foreign name and Item 3a must be completed by adding the words "Limited Liability Company" or the abbreviation "LLC" to its new name or an available assumed name satisfying the requirements of Corporations Code section 17052 must be used.
Note: If the foreign limited liability company already has an assumed name that it wishes to retain, do not complete Item 3a.
- Unless provided otherwise, a certificate of amendment is effective upon filing with our office; the file date given is the date of receipt. (Corporations Code section 17062.) Do not enter a future effective date in Item 4 unless it is a date beyond the date the certificate of amendment is received by our office. (Corporations Code section 17056(c).)
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Certificate of Dissolution (Form LLC–3) — Domestic Limited Liability Companies
- Only a domestic limited liability company can use Form LLC–3. (Corporations Code section 17356(a).)
- The 12-digit file number issued by the Secretary of State must be entered in Item 1 and must match exactly to the file number of the entity as it appears on our records. (Corporations Code section 17356(a)(2).) This is important to ensure the correct entity is being dissolved.
- The name of the limited liability company entered in Item 2 must match exactly the name of the limited liability company as it appears on our records, including punctuation. (Corporations Code section 17356(a)(2).)
- The 12-digit file number entered in Item 1 and the name of the limited liability company entered in Item 2 must be for the same entity. Please check the limited liability company's records before submitting documents for filing with our office.
- Form LLC–3 can only be filed if the limited liability company has an active status. Please check the limited liability company's records and status before submitting documents for filing with our office. The status of the entity can be checked online on the Secretary of State's California Business Search.
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Certificate of Cancellation (Form LLC–4/7) — Domestic or Foreign Limited Liability Companies
- The 12-digit file number issued by the California Secretary of State must be entered in Item 1 and must match exactly to the file number of the entity as it appears on our records. (Corporations Code sections 17356(b)(2) and 17455.) This is important to ensure the correct entity is being terminated.
Note: Foreign limited liability companies must register with the Secretary of State to obtain a file number. An employer identification number (EIN) issued by the Internal Revenue Service, state employer identification number (SEIN) issued by the California Employment Development Department, or number issued by the California Franchise Tax Board is not the same as the 12-digit file number issued by the Secretary of State.
- The name of the limited liability company entered in Item 2 must match exactly the name of the limited liability company as it appears on our records, including punctuation. (Corporations Code sections 17356(b)(2) and 17455.)
- The 12-digit file number entered in Item 1 and the name of the limited liability company entered in Item 2 must be for the same entity. Please check the limited liability company's records before submitting documents for filing with our office.
- Domestic limited liability companies only: Check one of the boxes in Item 4. If the dissolution was made by a vote of all of the members, check the "YES" box. If the dissolution was not made by all of the members, check the "NO" box and if one has not already been submitted, submit a Certificate of Dissolution (Form LLC–3) together with Form LLC–4/7. (Corporations Code section 17356(a)(3).)
- Form LLC–4/7 can only be filed if the limited liability company has an active or dissolved status. Please check the limited liability company's records and status before submitting documents for filing with our office. The status of the entity can be checked online on the Secretary of State's California Business Search.
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Short Form Certificate of Cancellation (Form LLC–4/8) — Domestic Limited Liability Companies
- Form LLC–4/8 can only be used by a domestic limited liability company. (Corporations Code section 17350.5.)
- The 12-digit file number issued by the Secretary of State must be entered in Item 1 and must match exactly to the file number of the entity as it appears on our records. (Corporations Code section 17350.5(a)(1).) This is important to ensure the correct entity is being terminated.
- A domestic limited liability company can only use Form LLC–4/8 to cancel its Articles of Organization if Form LLC-4/8 is filed within twelve (12) months from the date the Articles of Organization were filed with our office, and if the limited liability company meets the remaining criteria specified by Corporations Code section 17350.5.
- When the second box in Item 5 is checked, the individual(s) who signs Form LLC-4/8 in Item 6 must be the individual or the majority of the individuals who signed the Articles of Organization (Form LLC–1). (Corporations Code section 17350.5(a).)
- Form LLC–4/8 can only be filed if the limited liability company has an active or dissolved status. Please check the limited liability company's records and status before submitting documents for filing with our office. The status of the entity can be checked online on the Secretary of State's California Business Search.
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Certificate of Continuation (Form LLC–8) — Domestic Limited Liability Companies
- Form LLC-8 can be used to revoke the filing of a Certificate of Dissolution (Form LLC-3). (Corporations Code section 17357.)
- Once a Certificate of Cancellation (Form LLC–4/7) or a Short Form Certificate of Cancellation (Form LLC–4/8) has been filed with our office, the limited liability company is cancelled. Form LLC-8 cannot be filed if the limited liability company is cancelled. (Corporations Code section 17357.)
- If a Certificate of Dissolution (Form LLC–3) has not been filed with our office, Form LLC–8 cannot be filed. (Corporations Code section 17357.)
- Corporations Code section 17357(b)(2) requires a statement of the basis for filing Form LLC–8. One of the boxes in Item 3 must be checked.
- Form LLC–8 can only be filed if the limited liability company has a dissolved status. Please check the limited liability company's records and status before submitting documents for filing with our office. The status of the entity can be checked online on the Secretary of State's California Business Search.
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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 17552(a).)
For example: If a domestic limited liability company (the surviving entity in the merger) is merging with another domestic 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 17552(a).)
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Resignation of Agent For Service of Process (Form RA–100) — Domestic or Foreign Limited Liability Companies
- The correct jurisdiction of organization of the limited liability company must be entered in Item 4. (Corporations Code section 17061(d)(2).)
- The current agent for service of process must be entered in Item 6. Often, the "agent" completing Item 6 is not the agent of record or the agent has already resigned. (Corporations Code section 17061(d)(2).) 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 California 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 6 and Form RA-100 must be signed by an officer of the corporation. (Corporations Code section 17061(d)(2).)
- A domestic 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 17060.) Form RA–100 should not be used.
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