Limited Liability Companies – California

By | February 6, 2008

Address of state office for filing:
California Secretary of State
1500 11th Street
Sacramento CA 95814
Attention: Document Filing Support Unit
Telephone: (916) 657-5448
State web address: http://www.state.ca.us/
State law reference: California Corporations Code, Sections 17000+.
Title of filing: Articles of Organization.
Filing Fee: $70
Name requirements: The official name must contain the words “Limited Liability Company” or the abbreviation “LLC” orAppendix of State Limited Liability Company Information 5“L.L.C.” The words “Limited” and “Company” may be abbreviated as “Ltd. and “Co.” (Section 17052(a)). A company name may be reserved for 60 days for a $10 fee. (Section 17053).
Organizer requirements: A limited liability company may be organized by one or more persons. The organizer need not be anatural person, nor a member. (Section 17050(a)).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) the 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 Beverly-Killea Limited Liability Company Act.” (3) registered agent name and office address, unless a corporate agent is designated, in which case only the name of the agent shall be set forth, (4) if the company will be managed by one or more managers and not by all its members, a statement to that effect, under Section 17151, (5) if the company will be managed by only one manager, a statement to that effect, and (6) any additional matters. (Section 17051).
Annual report requirement: Yes, initial Statement of Information is due to the Secretary of State within 90 days of the filing of the Articles of Organization and biennially thereafter.
Filing fee:  $20.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. (Section 17050(c)).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Section 17050(b)).
Other: If the company is to be managed by members, the Articles should include a statement to that effect. The Articles must be signed and dated by the organizer who executed the Articles.