California Articles of Organization
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To form an LLC in California you must file Articles of Organization with the Secretary of State. This document is called your formation document. It legally registers your limited liability company with the state. Once your Articles of Organization are accepted, your company will legally exist and be able to conduct business within the state.
Articles of Organization Instructions
Proposed LLC Name
It should be noted that this is your proposed name for your California LLC. The Secretary of State will decide if your name is acceptable or not. To ensure that your name is approved, you must follow the rules laid out by California state law.
Your company name must include a corporate designator: LLC, L.L.C., Limited Liability Company, Ltd Liability Company, or Ltd Liability Co. The name cannot include any of the following terms: bank, trust, trustee, incorporated, Inc., corporation, or corp.
You cannot use any words that suggest your company is in the business of issuing insurance policies, such as: insurer, insurance company, etc.
The proposed name must be distinguishable from all other active foreign and domestic LLCs registered in California. A different corporate designator is not considered enough of a change to make a name distinguishable. For example, Anderson LLC is not considered distinguishable from Anderson Ltd. Liability Company.
To check for name availability, you can conduct a business entity search.
This is the physical and mailing addresses of your corporate headquarters. You are required to list a physical address, and if your mailing address is different from your physical address, then you must list a mailing address as well.
Your address does not have to be located within California. If your LLC governing documents, financial records, operating agreement and other business records are kept at an office outside the state, then you need to list that address.
California Registered Agent
When you form a business entity, you are required to designate a California registered agent (or agent for service of process). The state requires entities to appoint a registered agent as a means of guaranteeing a reliable contact point for legal correspondence. If your LLC is ever sued, the notice of the lawsuit (service of process) will be delivered to your registered agent.
You may designate either an individual or a registered corporate agent qualified with the California Secretary of State (like us, we are a corporate agent and we specialize in this service).
Your registered agent must have a physical address where certified mail can be delivered, and this address must keep regular business hours throughout the year. An LLC is not allowed to serve as its own registered agent.
The Secretary of State wants to know how your LLC will be managed. There are three boxes you can select from: one manager, more than one manager, and all limited liability company members.
There is no wrong answer, but you are allowed to select only one box.
If you intend to hire a manager or management company to oversee the daily activities of your LLC, then you can select either one manager or more than one manager. If daily business is going to be handled by your members, then select all limited liability company members.
This is already filled-in by law. You cannot make adjustments to the statutory purpose statement on this document, although you can expand upon your business purpose within your operating agreement.
The organizer of your LLC is the individual who prepares and files your Articles of Organization. This can be you, another member of your LLC, or an outside party (if you hire us to form your LLC, we will sign as your organizer).
Submitting the Articles of Organization
Articles of Organization cannot be submitted online. You must mail the document or hand-deliver it to the Secretary of State.
The mailing address:
California Secretary of State
Business Entities Filings
PO Box 944228
Sacramento, CA 94244-2280
The in-person delivery address:
Secretary of State
1500 11th Street
Sacramento, CA 95814
There is a $70 filing fee which must be paid when submitting the Articles of Organization. This fee is non-refundable, so it is critical to make sure there are no mistakes on your document. Submitting a proposed LLC name that is already registered to another company, for example, will result in your form being rejected.
If you hand-deliver the form, there is an additional $15 fee.
Mailed filings should be accompanies by a check or money order made payable to: Secretary of State. Do not send cash. In-person filings can be paid for with a credit card.
The Secretary of State is not very fast when it comes to LLC filings. You can see current processing times online. The timelines change depending upon volume, but you are looking at somewhere in the vicinity of several weeks unless you pay for expedite processing.
Expedite processing is available, but only for filings that are submitted in person. You can turn the filing into the Sacramento office and pay for one of three expedite processing options:
- 4-Hour: $500
- Same Day: $750
- 24-Hour: $350
To qualify for 4-Hour expedite processing, your filing must be precleared and approved.
Important Articles of Organization Notes
- 90 days after filing your Articles of Organization, you are required to submit your Initial Statement of Information (Form LLC-12) to the Secretary of Statement
- The Mail Submission Cover Sheet included with the Articles of Organization is optional but advisable
- Fill out your filing legibly in black or blue ink only
- If changes are needed, you can amend or restate your California Articles of Organization