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California LLC Formation Requirements

Articles of Organization

In any California LLC formation, the articles of organization must be filed with the Secretary of State.  State law requires that certain information be included in your articles of organization of your California LLC formation. This information must include:

  • The LLC name
  • The following 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”
  • The name and address of the initial registered agent for service of process on the LLC unless a corporate agent is designated, in which case only the name of the agent shall be set forth
  • A statement as to whether the LLC is to be managed by one or more managers and or by its members

Filing

Your LLC is considered organized once the articles of organization are delivered to the California Secretary of State, and the articles are deemed to be compliance with state requirements. One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, a California LLC formation generally requires inclusion and/or consideration of the following:

Organizers

One or more persons may form a LLC. They need not be members of the LLC.

  • Minimum Number of Organizers: One or more
  • Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at formation and, after formation, at the time provided in and upon compliance with the articles of organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the operating agreement

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