How to Form an LLC in California? (8-Steps) Guide for LLC in CA

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How-to-Form-an-LLC-in-California

If you want to start a small (or big) business in California, congratulations, you are joining nearly 4 million other entrepreneurs in one of the most industrious states out there. Out of these, one of the most common business types used is a Limited Liability Company (LLC).

This is because LLCs offer legal protection, potentially lower taxation, and a great deal of flexibility. However, before you get started, California has a lot of regulations you need to follow. In addition, there are some costs associated with CA LLC, to find out more — check out our guide on California LLC costs.

So, let us get started and show you how you can start and file your LLC. We will break down all you need to know and show you how to form an LLC in California.

Step 1: Choose Your California Business Name

The first thing you will need to do is choose your new business’s name. Your name must be unique and must be easily distinguishable from other businesses’ names without causing confusion.

Also, the following words may not be used at least without special permissions: trustee, trust, bank, corp., incorporated, inc., corporation, or anything that would indicate you are in the business of insurance. Additionally, no names may be easily confusable with a government agency.

Your name must end with the words “Limited Liability Company,” “LLC,” or “LLC” You may abbreviate the terms in the following ways “Limited” as “Ltd.” and “Company” as “Co.”

To check if a name is already taken, you can use the Secretary of State’s business search tool. After finding a seemingly available name, you can confirm it by sending a Name Availability Inquiry Letter to California’s Secretary of State’s office. Generally, processing this request will take about two business days.

If you wish to guarantee your chosen name is not taken before forming your LLC, you may reserve a name for your business for up to 60 days. To reserve a name, you must submit a Name Reservation Request Form.

You may reserve up to three names if you would like options. Though this process is not free; and you will have to submit $20 with your name reservation request for reservation and handling fees.

Keep in mind that a name availability request or reservation does not mean the name will not conflict with other trademarks. You and/or your attorney are responsible for ensuring your business name is compatible with all applicable requirements.


Step 2: Choose a Registered Agent in California

Registered-Agent-Service

California requires all LLCs to possess a registered agent. This is an individual or company who is slated to receive all official communication from the State pertaining to your business.

The following are the requirements for an individual to qualify for serving as a registered agent.

  • An individual must be at least 18 years of age.
  • Must reside in California and possess a physical address therein
  • Must be available during regular business hours to receive documents

As long as a member of your LLC meets these requirements, they can serve as your registered agent. However, this may be risky. After all, if you miss showing up to the office one day and someone tries to deliver legal documents, and you aren’t there, you could be in legal trouble.

Due to this, many LLCs choose another service to serve as their registered agent. This could be a lawyer or one of many online services that are far more affordable. Regardless of who you choose, this can remove the risk of someone not being present to receive legal communications.


Step 3: Obtain a California Business License

Pretty much all small businesses in California are required to file for a business license, no matter what they do. The most common type of license for small businesses in this State is a general business license, known in some localities as a business tax certificate. These licenses are issued by the local city or town, and if you do business in multiple localities, you will need multiple licenses.

Some professions require certain professional licenses, such as a dentist, lawyer, or architect. However, keep in mind that California does not allow LLCs to perform professional services. Such professionals will have to use other business structures such as limited liability partnerships or corporations instead.

If your business sells or leases merchandise, you will need a seller’s permit from the California Department of Tax and Fee Administration. Also, keep in mind that if the name you do business under is a trading name or any name other than the legal name of your LLC, you must file for a fictitious business name.

For more information on the permits, your business will need to check with the Governor’s Office of Business and Economic Development. Here you can find much more information about any permits required to file your LLC with the State of California.


Step 4: File Your Articles of Organization With the State

Now, it’s time to file you’re your article of organization. You can file this form with the State online for a faster processing speed. However, you can file this form by mail as well, or even in person.

California requires Articles of Organization to include a few specific points, and these include:

  • The name of your LLC
  • The name and address of the registered agent
  • The address of your place of business
  • Whether your business will be manager-managed or member-managed
  • The one filling out the form will need to provide their name and signature as the organizer of the LLC

There is a $75 fee for filing your Articles of Organization with the State of California, but before you fill out the form, make sure you know whether you will be filing as a domestic or foreign LLC.

Domestic LLCs are businesses that are based in and do business in California. For this kind of LLC, you will fill out Form LLC-1. However, the other option is to file as a foreign LLC These are those businesses formed in another state but doing business in California. For this option, you will file Form LLC-5.

After submitting, generally, you can expect the State to take about a week to process your Articles of Organization. For more exact estimates, the state updates expected processing times regularly.

Once approved, you will receive a stamped copy of the stamped Articles of Organization to keep in your files. Additionally, you will receive a twelve-digit I.D. number to identify your business on certain state paperwork.

Okay, you have made it far, and you can now legally do business. However, there are a few more steps to keep your business legal from here on out.


Step 5: Make an Operating Agreement for Your CA LLC

Operating-Agreement-

California requires LLCs to draw up an Operating Agreement and have its members agree to it. This can be done right before or after the Articles of Organization are filed. The State does allow a verbal agreement, but a written agreement works better.

Certain things should be included in an operating agreement which we will list below.

  • The names and addresses of all of the members
  • How new members can be added
  • The procedure for choosing a manager
  • The owner interest each member has
  • The percentage of the profits each member is entitled to
  • The purpose of the LLC
  • How the LLC can be dissolved

You don’t need to file your LLC’s operating agreement with the State of California. Just be sure to keep it safe.


Step 6: File Your Statement of Information

If you form an LLC in California, you must file a Statement of Information. You will need to file this with the Secretary of State within 90 days of filing your Articles of Organization and then every two years. You can send the form by mail, take it in person, or submit it online. You need to pay a $20 fee with it.

The Statement of Information is intended to keep all of the information the State has about a business up to date and accurate. The State will then have accurate information about vital details such as your registered agent and business address.


Step 7: An LLC’s Tax Obligation

Any LLC that is formed in California or is formed in another state but is registered to do business in California must pay four different taxes.

1. Franchise Tax: The franchise tax is an $800 tax that every LLC needs to pay annually.

2. Gross Receipts Tax: A California LLC pays a gross receipts tax on its total revenue. Here are the brackets and applicable tax.

  • For total revenue of $0 to $249,000, there isn’t any gross receipts tax.
  • For gross revenue of $250,000 to $499,999, the gross receipts tax is $900.
  • For gross revenue from $500,000 to $999,999, the gross receipts tax is $2,500.
  • For gross revenue from $1,000,000 to $4,999,999, the gross receipts tax is $6,000.
  • For gross revenue of $5,000,000 or more, the gross receipts tax is $11,790.

3. Personal Income Tax: The income from an LLC passes through to its members. It then gets taxed as part of the member’s personal income tax.

4. Payroll Taxes: If your LLC has employees, you must withhold payroll taxes for your employees. As an employer, you must also pay your share of the payroll taxes.

These are the major types of taxes an LLC must pay, although you may need to pay other taxes such as sales taxes as well.


Step 8: Fulfilling the CA Federal Requirements

There are a few federal requirements you must comply with as an LLC member, which we will explain below.

  • E.I.N.: If your LLC is taxed as a corporation or has employees, you’ll need to obtain an Employer Identification Number (E.I.N.). You will use this number when you file the taxes for your business.
  • Employee Tax Withholding: If you have employees, you will need to withhold medicare, social security, and federal income taxes from their pay. You will have to pay your portion of the social security and medicare taxes as well. You may be required to withhold other taxes from your employee’s paychecks as well, such as state income taxes.
  • Self Employment Taxes: LLC members need to pay self-employment taxes of 15.3%. This covers a self-employed person’s social security and Medicare taxes. It is possible that someone that is a member of a manager-managed LLC and is not active in it may not be required to pay self-employment taxes. However, it is best to check with a tax professional in this situation.

Pros and Cons of Forming an LLC in California

Pros

  • No Double Taxation: With a corporation in California, the profits of the corporation will be taxed. Then, the income a corporation’s stockholders earn will also be taxed as part of their personal income taxes.
  • Limited Liability: LLC members do not need to worry about being personally responsible for the LLC’s debts. The members can only lose what they invested in the business. They will not lose their home, or personal goods should the business be sued.
  • Record-Keeping Requirements: An LLC has a lot less record-keeping or recording requirements than corporations do.

Cons

  • Federal Self Employment Taxes: LLC members need to pay federal self-employment taxes at a rate of 15.3%.
  • Gross Receipts Tax: California requires LLCs to pay a gross receipts tax. Corporations do not have to pay this tax.
  • Ban on LLCs for Regulated Professions: A business involving a regulated profession such as medical care cannot be a Limited Liability Company.

It’s good to consider these pros and cons when deciding whether to form an LLC If you don’t need the legal protection, forming a sole proprietorship or partnership involves less paperwork. The taxes are easier to determine as well.


Want Some Affordable Help in Forming an LLC? — Here Are The Best LLC Formation Services to Start an LLC in California

#1: ZenBusiness

ZenBusiness is another LLC formation service that provides clearly priced packages and an excellent reputation. You may also want to check out our full review of Zenbusiness here.

Use our special promo and get your LLC started today with ZenBusiness! Hassle-free, cheap, and quick.
They are one of the top-rated quality-to-price ratio services.

Pros

  • Chat Support: You can chat with a ZenBusiness customer service representative any time during business hours.
  • Registered Agent: ZenBusiness offers free registered agent service for a year with their packages. They will provide a legal address for your business where your business can be served legal notice should they be sued. It can also be used for other confidential correspondence.
  • Personalized Dashboard: This dashboard allows you to easily access your account to store important documents, manage your account, and receive alerts and compliance information.
  • Pricing: ZenBusiness is clear about what their services cost. You don’t have to worry about hidden costs.

Cons

  • Upsells: ZenBusiness has numerous upsells throughout the registration process.
  • Customer Service Hours: Although their customer service is good, they don’t have any weekend hours.

#2: IncFile

IncFile has a free LLC formation service, which is hard to beat, they also have a number of other advantages and a couple of disadvantages. You might as well read our full review of IncFile here.

Use our special promo and get your LLC started today with IncFile! Hassle-free, cheap and quick.

Pros

  • Free Registered Agent: Like ZenBusiness, IncFile provides your business with a free registered agent service for the first year.
  • Price: IncFile’s silver package is free. This is a great deal, and it includes some nice features.
  • Alerts: Incfile will remind you of any upcoming deadlines so that your business stays in compliance.

Cons

  • Customer Service: Incfile gets a lot of complaints about busy customer support.
  • Upsells: IncFile has an annoying number of upsells.

Conclusion

LLCs are a popular form of business in California due to their flexibility and the legal protections they offer business owners. But, they do have a downside. LLCs may actually pay more taxes than other business types, such as corporations in California.

So, if you are interested in starting a business in California, you should carefully consider all of your options. An LLC may be the best choice; but, it depends on what you want. If you’re looking for legal protections, an LLC is a great way to achieve this. If you want low taxes along with legal protections, a corporation could be a better choice in some cases. But, you’ll want to discuss this with a lawyer.


F.A.Q.s About California’s LLCs

Can I Deduct My LLC Formation Costs?

Up to $5000 of the formation costs of an LLC can be deducted. There are several costs included in these formation costs that you can deduct.

  • Lawyer fees
  • Costs of forming your business
  • The fees for drafting your LLC operating agreement
  • LLC filing fees
  • The fees for composing and filing your Articles of Organization

The I.R.S. considers single-member LLCs disregarded entities and taxes them like sole proprietorships. So, the tax deduction for organizational purposes is limited to $5000.

You could decide to be taxed as a corporation instead. Then, you could deduct $5000 the first year and anything over $5000 over the next 180 months. However, if your business expenses were over $50,000, your first-year deduction will be lowered by that amount.

Some of your LLC expenses that occur after your LLC is formed are also deductible. You can deduct the $800 annual tax you pay along with any annual fees from your federal income taxes. Maintenance costs such as registered agent fees and business license fees can also be deducted.

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About the Author
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Founder & author

Ian Broderick is an avid author and owner of LLCGuys.com. He's been involved with the LLC formation field for over 4 years. On top of that, he has worked in several well-known LLC formation service providers. Now he decided to share his knowledge and advice with everybody. Since there are a lot of questions and concerns surrounding this field - his aim is to make LLCGuys a top-notch information provider in regards to LLC creation, service reviews and etc..

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