Step-by-Step Guide to Filing California LLC Articles of Organization
When forming an LLC, you will need to complete and file Form LLC-1 with the Secretary of State. This article offers step-by-step instructions for completing and filing the Form. If you have any questions about Form LLC-1, or forming an LLC, please contact me.
Section 1: LLC Name
The Secretary of State has several requirements and restrictions regarding the names of entities such as LLCs. Your name must include the phrase “Limited Liability Company,” “LLC,” or one of the accepted variants listed on Form LLC-1. It must not be too similar to another entity’s name, and must not be misleading. Read my article on “Choosing a Corporate Name” for more details about naming restrictions, and checking the availability of your LLC’s name.
Section 2: Purpose
This section states that your LLC is formed to do legal business, not to engage in illegal activities. You don’t need to enter any information here.
Section 3: LLC Addresses
On line a. enter the address at which your LLC conducts business. This must be a location in California. If you have a different mailing address, such as a P.O. Box, enter it on line b.
Section 4: Service of Process
You’ll need to choose a person responsible for accepting service if someone sues your LLC. This person has to be a California resident—often you can enter your own information here, or that of another member of the LLC. If the LLC’s members do not live in California, do not want their names appearing on the Secretary of State website, or do not want to be the person served, you can designate another individual or pay an annual fee to have a company be your Agent of Process. Enter that person’s (or company’s) name and address in this section.
Section 5: Management
Decide who will be responsible for the day-to-day operations of the business. Will you appoint one or more people as Managers? Or will all the LLC’s Members be involved in everyday business operations?
Use this section to indicate whether the LLC will be managed by One Manager (one person selected to be the manager), More Than One Person (the managers), or All LLC Members.
Sign and print your name here.
Submit to the Secretary of State
Once you’ve completed the Form LLC-1, send it to the Secretary of State at the address on the bottom of the form. I always recommend you request a certified copy, as it will likely be needed to open a back account, and for other transactions. When submitting a form include a check for $75–$70 for the filing fee, plus $5 for a certified copy.
The above instructions are for a basic, cookie-cutter Articles of Organization. Sometimes there may be additional information you will want to include in your Articles of Organization. This might include information such as:
- Limitations on what type of business the LLC will engaged in, or what powers the LLC may have
- How new Members will be admitted to the LLC
- Names of the LLC’s Managers
If you are unsure whether your Articles of Organization should include any of this, or other information, you will likely want to consult with an attorney.