Key Takeaways

  • A California corporation search allows you to verify if an LLC or corporation name is available and check the legal standing of existing businesses with the California Secretary of State.
  • To start an LLC in California, you must file Articles of Organization (Form LLC-1), designate a registered agent, and pay the state filing fee.
  • California LLCs must file a Statement of Information (Form LLC-12) within 90 days of formation and every two years thereafter.
  • The California Business Search portal lets users find details like entity status, registration date, and agent for service of process.
  • California close corporations and professional entities have special filing and management requirements under state law.
  • Hiring a qualified attorney can ensure compliance with California’s complex corporate laws and proper entity structuring.

How to Start an LLC in California

Limited liability companies (LLCs) in California are reasonably priced and easy to form. LLCs should register with the Secretary of State by submitting the mandatory forms, paying the mandatory charges, and gathering all necessary identification and materials. Unlike other states, however, California doesn't require LLCs to publish their Articles of Organization in a newspaper to finalize LLC standing.

An LLC is a business structure that may have any variety of members. LLC members can include people, firms, other LLCs, and international entities.

LLCs should additionally keep internal records and information that are open to inspection by the California Secretary of State.

Understanding the California Corporation Search

A California corporation search is an essential step before registering your LLC or corporation. This tool, offered through the California Secretary of State’s Business Search Portal, allows users to confirm whether a desired business name is available and to verify information about existing registered entities.

You can search by:

  • Entity name: Identify corporations, LLCs, and LPs currently registered.
  • Entity number: Check the business’s official registration number assigned by the Secretary of State.
  • Agent name: Find which entities a particular registered agent represents.

Search results typically display:

  • Legal entity name and number
  • Entity type (LLC, corporation, limited partnership, etc.)
  • Registration status (active, suspended, dissolved)
  • Date of formation
  • Registered agent’s name and address
  • Jurisdiction (domestic or foreign)

The California corporation search is vital not only for confirming name availability but also for conducting due diligence—ensuring no existing entity has conflicting rights to a similar name. It can also help identify whether a business is in good standing or has lapsed compliance obligations with the Secretary of State.

Why Form an LLC in California?

Many businesses choose to form an LLC in California in an effort to achieve monetary and legal protection without having the intensive necessities of a California corporation. The California LLC formation limits the legal responsibility for the LLC for the entire funding period.

Legal Requirements for California Business Formation

California law requires all LLCs and corporations to comply with state registration and reporting rules under the California Corporations Code. Every business must file the Articles of Organization (LLC-1) or Articles of Incorporation (ARTS-GS) to gain legal recognition.

Key formation requirements include:

  1. Designating a Registered Agent: Every California LLC or corporation must list an agent for service of process who resides in the state.
  2. Statement of Information (Form LLC-12 or SI-550): Filed within 90 days of formation and updated biennially, this document discloses principal addresses, management structure, and the registered agent.
  3. Franchise Tax Obligations: Most entities must pay a minimum annual franchise tax of $800, even if the business is not active.
  4. Operating Agreement or Bylaws: Although not filed with the state, these internal documents define ownership, voting rights, and management procedures.
  5. Licensing and Permits: Some businesses require state or local professional licenses depending on industry and location.

Failure to meet these requirements can result in suspension or forfeiture of your business rights under California law.

Choose a Name for Your LLC

Within California legislation, an LLC's title should finish with "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." The phrases "Limited" and "Company" could also be abbreviated as "Ltd." and "Co." The LLC's title should not comprise the phrases "bank," "trust," "trustee," "incorporated," "Inc.," "corporation," "corp.," "insurer," "insurance company," or other phrases suggesting that it's an enterprise within the insurance coverage industry.

Restricted phrases (e.g. Bank, Attorney, College) need extra paperwork and will require a licensed specialist, comparable to a health care provider or lawyer, to be a part of the LLC. Prohibited phrases are those that would confuse the title of your LLC with a federal or state company (e.g. FBI, Secret Service, Treasury, and so forth.)

The title you select should not be identical to, or too much like, an existing title within the California Secretary of State's records. The title you select should not be deceptive to the general public. Check to see if the title of your LLC is already being used. Even if you do not plan to create a website at the moment, you could purchase the domain name in an effort to prevent others from buying it. An email address can be one thing to contemplate when selecting a name.

Names could also be checked for availability by looking in the California Secretary of State's business name database. Notice that, when this database is searched, names are checked solely among those of different LLCs registered with the California Secretary of State.

An obtainable title can also be reserved for as much as 60 days when you submit a Title Reservation Request form. The form should be post mailed or hand-delivered to the California Secretary of State's office. A $10 payment should be made to order a name.

The Secretary of State offers extra, essential information relating to business name availability, both online and in a downloadable publication (Business Entity: Name Regulations & Additional Statutory Requirements and Restrictions). The second preclearance search must be carried out on the federal level to verify that the title doesn't infringe on any other individual's or entity's trademark or service mark. One action to make sure you aren't infringing on another individual's or entity's trademark is to have a trademark search carried out.

Conducting a Pre-Filing Name Search

Before filing your Articles of Organization, it’s crucial to use the California corporation search to confirm that your proposed name is unique. The Secretary of State’s database includes all active and inactive entities.

To conduct a pre-filing name search:

  1. Visit the California Secretary of State Business Search.
  2. Enter your desired name without punctuation or suffixes (e.g., “LLC”).
  3. Review results for identical or similar names.
  4. Reserve your name for 60 days using the Name Reservation Request Form, mailed or delivered with a $10 fee.

Using this database helps prevent name conflicts, trademark infringement, and rejection of your LLC filing. It also supports brand protection, especially when paired with a trademark search to ensure federal and state-level exclusivity.

Prepare an Operating Agreement

An operating agreement is an authorized document outlining the possession and working procedures of your LLC. An LLC operating agreement will not be required in California; however, it is extremely advisable. The operating agreement could also be a verbal or written agreement.

An LLC operating agreement should include the following:

  • Whether or not the LLC is member managed or supervisor managed
    • If supervisor managed, include the method for selecting managers, their terms, duties, and salaries
    • If member managed, include the method of selecting the officers, their duties, and salaries
  • A list of all members
  • The rights and responsibilities of the members
  • How and when the members might be required to make a contribution of money or property and different points regarding capital building
  • Upkeep of accounting information and supply of monetary studies and tax information to the members
  • How distributions of the income or losses might be made to the members
  • How revenue and losses are to be allotted among the many members
  • Conferences of members and managers: methodology, time, and place (not applicable for single-member LLCs)
  • Every members' voting pursuits and voting responsibilities
  • The members' option to withdraw
  • The grounds for termination of a member's role
  • The procedures to swear in any new members
  • The restrictions on a member's right to promote or change membership
  • The length or dissolution of the LLC
  • Procedures for amending the operating agreement

Understanding California Close Corporations and Professional Entities

California also recognizes close corporations and professional corporations, which differ from traditional LLCs and standard corporations.

A close corporation (California Corporations Code §§ 158–300) allows a small group of shareholders—often family or close associates—to operate with simplified management and reduced formalities. Unlike typical corporations, close corporations can dispense with a board of directors and shareholder meetings, provided their articles explicitly allow such governance flexibility.

Meanwhile, professional corporations and LLCs are restricted to licensed professionals, such as lawyers, doctors, or architects. These entities must comply with both state licensing boards and the California Professional Corporations Act, ensuring liability protection without violating professional conduct rules.

Choosing between a standard LLC, close corporation, or professional entity depends on the business’s structure, liability needs, and regulatory requirements. Consulting a California business attorney can help determine the best option for compliance and protection.

Frequently Asked Questions

  1. What is the California corporation search used for?
    It helps you verify business name availability, check the legal standing of existing entities, and review details such as registration date and agent information.
  2. How do I find out if a business is in good standing in California?
    You can use the Secretary of State’s Business Search tool to view entity status. If listed as “active,” it is in good standing; “suspended” indicates compliance or tax issues.
  3. How much does it cost to start an LLC in California?
    The filing fee for the Articles of Organization is typically $70, plus an $800 annual franchise tax.
  4. Can I reserve a business name before forming an LLC?
    Yes. You can reserve a name for 60 days by submitting a Name Reservation Request Form with a $10 fee.
  5. Do all California corporations need to file annual reports?
    Yes. LLCs and corporations must file a Statement of Information every two years, detailing ownership, management, and contact details to remain in compliance with state law.

If you need help forming a California LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.