Limited Liability Company Filing Tips



Changes to Limited Liability Company Filings: Effective January 1, 2014, there are changes to limited liability company naming requirements and limited liability company filing requirements.



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.

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

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.

Copies

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) — Domestic 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:

Filing Fee

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

Professional Services

A domestic 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 90 days after filing Form LLC-1 and biennially thereafter during the applicable filing period. The applicable filing period is the calendar month in which the Form LLC-1 was filed and the immediately preceding five calendar months. (Section 17702.09.)

Minimum Tax Requirement (pdf ~31KB)

Filing Form LLC-1 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~197KB).

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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:

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 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 17702.09.)

Minimum Tax Requirement (pdf ~31KB)

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~197KB).

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Amendment to Articles of Organization (Form LLC–2) — Domestic 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.

Complete Form LLC-2 as follows:

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) — Domestic 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.

Complete Form LLC-10 as follows:

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) — Domestic 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.

Complete Form LLC-11 as follows:

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:

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) — Domestic 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.

Complete Form LLC-3 as follows:

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) — Domestic or Foreign Limited Liability Companies

Legal Authority

Statutory filing requirements are found in California Corporations Code sections 17707.08 [for domestic 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.

Complete Form LLC-4/7 as follows:

Filing Fee

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

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Short Form Certificate of Cancellation (Form LLC–4/8) — Domestic 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.

Complete Form LLC-4/8 as follows:

Filing Fee

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

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Certificate of Continuation (Form LLC–8) — Domestic 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 kepler.sos.ca.gov.

Complete Form LLC-8 as follows:

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

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

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Business Entities (BE)




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