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.

Articles of Organization (Form LLC–1)
(Domestic Limited Liability Companies)
Application to Register (Form LLC–5)
(Foreign Limited Liability Companies)
Certificate of Amendment (Form LLC–2)
(Domestic Limited Liability Companies)
Restated Articles of Organization (Form LLC–10)
(Domestic Limited Liability Companies)
Certificate of Correction (Form LLC–11)
(Domestic or Foreign Limited Liability Companies)
Application for Registration Certificate of Amendment (Form LLC–6)
(Foreign Limited Liability Companies)
Certificate of Dissolution (Form LLC–3)
(Domestic Limited Liability Companies)
Certificate of Cancellation (Form LLC–4/7)
(Domestic or Foreign Limited Liability Companies)
Short Form Certificate of Cancellation (Form LLC–4/8)
(Domestic Limited Liability Companies)
Certificate of Continuation (Form LLC–8)
(Domestic Limited Liability Companies)
Certificate of Merger (Form OBE MERGER–1)
(Merger between Limited Liability Companies –or– between Limited Liability Companies and Other Business Entities)
Resignation of Agent For Service of Process (Form RA–100)
(Domestic or Foreign Limited Liability Companies)
Conversion (of entity type) (pdf ~22KB)

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:

For documents with a filing fee of $25.00 or more: Upon filing, you will be sent one (1) uncertified copy of your filed document for free. To get additional copies, 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 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) — Domestic Limited Liability Companies

Legal Authority: Statutory filing requirements are found in California Corporations Code section 17051. All statutory references below are to the California Corporations Code, unless otherwise stated.

Complete Form LLC-1 as follows:

Item 1: List the proposed limited liablity company name. The proposed name:
- Must end with the words "Limited Liability Company", "Ltd. Liability Co." or the abbreviation "LLC" or "L.L.C." (Section17052);
- May not contain the words "bank," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp." (Section 17052); and
- May not contain the words "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 17052.)
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. Do not use a P.O. Box address.
- 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 17061(d).)
- 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 17061(d).) Do not complete Item 4b if the agent for service of process is a corporation.
An "agent for service of process" is an individual (director, officer 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 liablity 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 attorney-in-fact, the signature should be followed by the words "Attorney–in–fact for (name of person)."
- 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 5-1-94).

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

Professional Services: A foreign limited liability company that provides professional services cannot register 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.

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 17060.)

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.

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).

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 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.)
For more information about using a business name in California, go to Name Availability.
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 business or residential street address in California. Do not use a P.O. Box address. (Section 17061(d).) Do not complete Item 3b if the agent for service of process is a corporation.
An "agent for service of process" is an individual (director, officer 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 liablity 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 4: LLC Address
- Item 4a: List the street address of the foreign limited liability company's principal executive office. Do not use a P.O. Box address.
- Item 4b: If any, list the address of the foreign limited liability company's main office in California.
- Item 4c: If different from Items 4a or 4b, list the mailing address of the foreign limited liability company's principal executive office.
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 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.

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.)

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).

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.

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

Legal Authority: Statutory filing requirements are found in California Corporations Code section 17054. All statutory references below are to the California Corporations Code, unless otherwise stated.

Complete Form LLC-10 as follows:

Item 1: List the name of the limited liability company exactly as it appears on the records of the California Secretary of State.
Item 2: List the 12-digit file number issued by the California Secretary of State to the limited liablity company.
Item 3: If you are changing the name of the limited liability, list the new name. The new 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.)
Item 4: Purpose: The statement of purpose is required and should not be altered.
Item 5: LLC Addresses: If the limited liablity company has filed a Statement of Information (Form LLC-12), do not complete Item 5. If the limited liability company has not filed Form LLC-12, list the addresses exactly as listed in the original articles of organization.
Item 6: Service of Process: If the limited liablity company has filed a Statement of Information (Form LLC-12), do not complete Item 6. If the limited liability company has not filed Form LLC-12, list the name and address of the agent for service of process exactly as listed in the original articles of organization.
Item 7: 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-10 must be signed by at least one manager, unless a greater number was provided for in the Article of Organization. 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 attorney-in-fact, the signature should be followed by the words "Attorney-infact for (name of person)."
- 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 5-1-94).

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

Do not use Form LLC-10 to change the limited liability company addresses, or to change 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). (Section 17060.)

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.

Application for Registration Certificate of Amendment (Form LLC–6) — Foreign Limited Liability Companies

Legal Authority: Statutory filing requirements are found in California Corporations Code section 17454. All statutory references below are to the California Corporations Code, unless otherwise stated.

Item 1: List the name under which the the foreign limited liability company transact business in California, exactly as it appears on the records of the California Secretary of State.
Item 2: List the 12-digit file number issued by the California Secretary of State to the foreign limited liablity company.
Item 3: If the name under which the foreign limited liability company transacts business in California has changed, list the new name. The new 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.)
Item 4: If the name of the foreign limited liability company has changed in its state or country of formation, and that new name differs from the name the name under which the foreign limited liability company transacts business in California, list the new name.
Item 5 and 6: Only complete these items if that information was incorrectly reported when you registered in California.
Form LLC-6 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.
The fee for filing Form LLC-6 is $30. (California Government Code section 12190.)
Do not use Form LLC-6 to change the foreign limited liability company addresses, or to change 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). (Section 17060.)
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.

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.

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.

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.

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.

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).)

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.