Key Takeaways

  • California LLC forms begin with filing Articles of Organization (Form LLC-1) with the Secretary of State.
  • Every LLC must designate a registered agent with a physical California address.
  • California requires ongoing filings, including the Statement of Information (Form LLC-12) and annual franchise tax payments.
  • Optional but strongly recommended: an Operating Agreement outlining internal management and ownership rights.
  • Other forms may apply depending on business activities, such as business licenses, tax registrations, or amendments.
  • Staying compliant with California’s filing requirements avoids late fees, penalties, and potential administrative dissolution.

California LLC forms are formation documents that you'll have to complete and file before legally doing business in the state as a limited liability company. Once you file all the necessary forms and they are approved, your business will be registered in California. 

Articles of Organization

Limited liability companies (LLCs) in California are a simple and affordable business structure to form. California has specific requirements to form an LLC, which is considered a cross between a partnership and corporation. One of the advantages of forming an LLC is the protection of personal assets in case the business is sued.

To form an LLC, you'll file LLC formation documents with the Secretary of State. In California, the formation document is the Articles of Organization.

This document must include the following information: 

  • Name and address of the LLC
  • The purpose of the LLC
  • Details on how you'll manage the LLC
  • Name and address of the LLC's registered agent

After completing your Articles of Organization, submit them along with the required filing fee to the state. You don't need original signatures on your Articles of Organization. It's up to you whether you file the original document or a copy. You should keep a copy for your records.

After you submit your Articles and fee, the state will review your application. If there are any issues, the state will contact you with instructions on what to correct. When you receive your stamped and approved Articles of Organization, you'll then have a legally formed business in the state. Until you get this approval, don't order an Employer Identification Number (EIN) or use your LLC for any business purposes.

To keep your business in compliance, you'll have ongoing requirements and fees to submit to the state. If you don't file paperwork or pay fees in a timely manner, the state can charge you late fees. It also can dissolve your LLC.

Statement of Information (Form LLC-12)

After your Articles of Organization are approved, California requires that you file an initial Statement of Information (Form LLC-12) within 90 days. This filing provides the state with updated details about your LLC, including:

  • The business address of your LLC
  • The names and addresses of all LLC members or managers
  • The name and address of your registered agent
  • A brief description of your business activities

The Statement of Information must be filed every two years thereafter (a biennial filing). Timely submission is critical—late filings can result in fines, suspension, or even forfeiture of your LLC’s good standing.

Your LLC's Registered Agent

In your formation documents, you're required to list the person or entity acting as your LLC's registered agent and the location of the registered agent's office. The agent's office must be a physical street address, not a P.O. Box, and it must be an address in California.

A registered agent, also known as a resident agent in some states, is a person or company that accepts legal mail and other important documents for your company. The registered agent is expected to be at the listed office location during the course of a regular business day. Being available between the hours of 9 a.m. and 5 p.m. is important in the event of a Service of Process.

As long as a person or entity maintains an address in the state where your business is formed, he or it is able to act as your registered agent. A company's owner can be its registered agent, but the business itself cannot fill this role. It's common for individuals who maintain an address in the state to act as their own registered agent. 

Your registered agent doesn't have to be a member of your LLC. If you prefer, you can appoint a family member, friend, or other party who agrees to accept Service of Process on your LLC's behalf. 

Service of Process is the delivery of legal paperwork, legal mail, and other important documents from the state or a law firm to your business. Below are some typical items the state may send:

  • Annual report notices
  • Copies of documents
  • Late notices

Legal documents may include subpoenas or complaints for legal action.

While some states require that a registered agent signs your formation documents, this isn't a requirement in California. All you have to do is list the resident agent's name and address in the documents. A registered agent acts as a point of contact between your LLC and the state. 

California's requirements for LLC forms are unique to this state. Visit the California Secretary of State business programs website for additional information on all the forms you'll need to submit. By being organized and submitting paperwork and fees in a timely manner, you'll be able to do business in the state as soon as legally possible.

Operating Agreement

California law requires that every LLC adopt an Operating Agreement, even if it is not filed with the Secretary of State. This internal document outlines ownership interests, profit and loss allocations, member responsibilities, and management structure.

Key points covered in an Operating Agreement often include:

  • How decisions will be made (member-managed vs. manager-managed)
  • Voting rights and dispute resolution procedures
  • Capital contributions and distributions among members
  • Rules for adding or removing members

Having a written Operating Agreement helps protect your limited liability status, ensures smoother business operations, and reduces conflicts between members.

California Franchise Tax and Fees

In addition to filing California LLC forms, businesses must comply with state tax obligations. The California Franchise Tax Board (FTB) requires:

  • A minimum $800 annual franchise tax, payable to the FTB, even if your LLC does not generate income.
  • In some cases, an additional LLC fee based on total income from California sources (for LLCs with gross income above $250,000).

The first $800 tax payment is due by the 15th day of the 4th month after your LLC is formed. Annual payments thereafter must be made by April 15th each year. Failure to pay can result in heavy penalties, accrued interest, and suspension of your LLC’s rights to operate.

Other Common California LLC Forms

Depending on your business activities, you may need to complete additional California LLC forms, such as:

  • Form LLC-5 (Application to Register a Foreign LLC): Required if your LLC was formed in another state but plans to do business in California.
  • Form LLC-3 (Certificate of Dissolution): Used if you decide to formally dissolve your LLC.
  • Form LLC-4/7 (Certificate of Cancellation): Final step after winding up LLC affairs.
  • Amendment Forms (Form LLC-2): For changing your LLC’s name, management structure, or other provisions.
  • Business Licenses & Tax Registrations: Depending on your industry, you may need permits from the California Department of Tax and Fee Administration (sales tax permits), the Employment Development Department (employer payroll taxes), or local city/county agencies.

By staying current with both formation and ongoing compliance filings, your California LLC can remain in good standing and legally protected.

Frequently Asked Questions

  1. What is the first form I need to file for a California LLC?
    The Articles of Organization (Form LLC-1) is the first required form. It officially establishes your LLC with the Secretary of State.
  2. How often do I need to file a Statement of Information?
    California requires a Statement of Information (Form LLC-12) within 90 days of formation and every two years thereafter.
  3. Is an Operating Agreement legally required in California?
    Yes. While not filed with the state, California law requires every LLC to adopt an Operating Agreement to govern internal affairs.
  4. Do all California LLCs have to pay the $800 franchise tax?
    Yes. Every California LLC must pay a minimum $800 annual tax to the Franchise Tax Board, regardless of income level.
  5. What happens if I don’t file required California LLC forms on time?
    Late or missing filings can lead to fines, suspension, or administrative dissolution of your LLC, which may eliminate liability protections.

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