California LLC Formation

California LLC Formation Attorneys & Lawyers for Hire

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Steven S.

Steven Stark

294 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua G.

Joshua Garber

207 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

157 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Peter K.

Peter Kovalsky

2 reviews
I got my law degree at UC Irvine (where I was the first person to graduate a semester early) and have used my prior background in philosophy and tech to build an eclectic p... read more
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Joshua Y. L.

Joshua Y. Lee

Prior to earning his J.D. at Pacific Coast University School of Law, Joshua Y. Lee served for 20 years as the CEO of Top Resources, Inc. He now uses that business experience to counsel his clients on employment and business matters, with a particular emphasis on wrongful termination, wage and hour, employee handbooks, and best practices. In addition, he’s a skilled estate planner.
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Justin D. H.

Justin D. Hein

2 reviews
Licensed to practice law in the State of California and the State of Wisconsin, Attorney Justin Hein brings over 11 years of experience to the table. He has been admitted to practice before the U.S. Tax Court and specializes in business tax issues, tax fraud, commercial debt and bankruptcy, and other areas of business law to include formation, mergers, and non-profit compliance. Attorney Hein holds a 10.0 AVVO rating and is an AV Preeminate.
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Sara E.

Sara Eliot

From the courtroom to the boardroom, Sara has worked with many businesses and individuals to achieve their goals. She began her career in employment law and expanded to include business services such as formation, marketing, and financial management. While she has exposure and knowledge in many industries, her passion is working with startups and technology-based services.
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Maria  K.

Maria Kao

Mario Kao has extensive experience working with homeowners associations and business formation issues. She also has great courtroom experience and can take your case to trial if necessary. She can help with various general business legal services as well, including commercial contracts. In addition, Ms. Kao can handle real estate matters, bankruptcy, and help fulfill the needs of non-profits.
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Audrey K.

Audrey Kravets

29 reviews
Audrey Kravets started her legal career at the U.S. Securities and Exchange Commission, so she knows the ins and outs of complex issues involving securities governance and compliance. She deals with business formation and employment issues, including providing services to those businesses who operate on an international level. Her prior brokerage experience also serves her well in the financial and legal arenas.
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Michael O.

Michael Okayo

Michael is a corporate and commercial attorney with over 11 years of experience. He started his career in commercial litigation but has transitioned to corporate, finance a... read more
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Why use UpCounsel to form your LLC in California?

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Why use UpCounsel to form an LLC in California

Starting an LLC in California with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.

When forming an LLC in California with UpCounsel, the attorney you choose to help you will conduct a business name search for your California LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the California Secretary of State, your California LLC has been formed and begins its existence as a corporate entity.

Requirements for Forming a California LLC

Choosing a Company Name for Your LLC

One of the first steps in the process of forming your California Limited Liability Company is to choose your business name.

The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.", respectively.

It must be distinguishable (not the same as or deceptively similar to) the name of any California Limited Liability Company or foreign LLC reserved or registered and cannot contain the words "bank", "trust", "trustee,""incorporated", "inc.", corporation", or "corp.", or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.

Your LLC name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your California Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of California.

Articles of Organization: When forming an LLC in California, the Articles of Organization must be filed with the Secretary of State. California state law requires that certain information be included in your Articles of Organization when forming your California LLC.

This information must include:

  1. The LLC name
  2. The following statement: "The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act." This is important because as of January 1, 2014, the California Revised Uniform Limited Liability Company Act replaced the Beverly-Killea Limited Liability Company Act.
  3. The name and address of the initial registered agent for service of process on the LLC unless a corporate agent is designated, in which case only the name of the agent shall be set forth.
  4. A statement clarifying whether the LLC is to be managed by one or more managers and/or by its members.

State Filings: Your LLC is considered organized once the Articles of Organization are delivered to the California Secretary of State, and the articles are deemed to be in compliance with the state of California requirements. One certified copy of the Articles of Organization will be issued, and the other certified copy will be returned to the organizer or members. Within 90 days after filing the Articles of Organization, you must file a Statement of Information with the State (Form LLC-12). This also must be re-filed every 2 years.

Additionally, a California LLC formation generally requires inclusion and/or consideration of the following:

Organizers: One or more people may form a LLC, yet they do not need to be members of the LLC.

Minimum Number of LLC Organizers: One (or more).

Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

LLC Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership: A limited liability company must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.

Professional Services: California law does not allow a domestic LLC to provide "professional services." A professional service is a type of service that requires a license or certification. It is recommended that you check with an attorney or the proper licensing authority to determine whether your business falls under the "professional services" category.

Resident Agent needed for a California LLC

UpCounsel attorneys can also provide your business with a registered agent in California. Every California LLC must have a registered agent in California, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered office may be a place of its business.

California Secretary of State

Once you create an LLC in California, the California Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the California Secretary of State.

Recurring Responsibilities and Duties for California LLCs

Annual Report: Each limited liability company shall provide an annual report to the California Secretary of State regarding its financial condition to each of its members.

Records: Each California limited liability company must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liability company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the LLC is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Articles of Organization and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Organization or any amendments thereto were executed.
  4. Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
  5. A copy of the LLC's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the limited liability company's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the limited liability company for at least the current and past four fiscal years.

Filing Fees for a California LLC

Filings must be made with the California Secretary of State in which the LLC was organized, along with the appropriate state filing fee. When appropriate, one check must accompany the document, payable to the California Secretary of State, covering all charges for the Secretary of State.

Taxes for a California LLC

Having an LLC in California can offer certain tax advantages over having a corporation, including the availability of more tax deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity", so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.

California state taxes are variable depending on taxable income. Note: California LLCs are subject to an annual franchise tax fee of $800 per year at minimum. The first payment must be made within 3 months of forming your LLC.

Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in California as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself. However, if you file IRS Form 8832, you may elect for corporate taxation if you regularly need to keep a substantial amount of your profits in the LLC.

Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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Dissolution requirements for an LLC in California

In order for a limited liability company to be dissolved, any one of the following events must happen:

  1. At the time specified in the articles of organization, if any, or upon the happening of the events, if any, specified in the articles of organization or a written LLC operating agreement.
  2. By the vote of a majority in interest of the members, or a greater percentage of the voting interests of members as specified in the articles of organization or a written LLC operating agreement
  3. The entry of a judicial order
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