California LLC Continuing Obligations

Once a California LLC has been created, the California Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below. For further information, contact the California Secretary of State.

Annual Report

Each limited liability company shall provide an annual report to the California Secretary of State regarding its financial condition to its members.

Records

Each limited liability company shall keep following records open to inspection at its office:

  • A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liability company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest
  • If manager-managed, a current list of the full name and business or residence address of each manager
  • A copy of the articles of organization and all amendments thereto, together with any powers of attorney pursuant to which the articles of organization or any amendments thereto were executed
  • Copies of the limited liability company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
  • A copy of the LLC’s operating agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed
  • Copies of the financial statements of the limited liability company, if any, for the six most recent fiscal years
  • The books and records of the limited liability company as they relate to the internal affairs of the limited liability company for at least the current and past four fiscal years

Dissolution

Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:

  • At the time specified in the articles of organization, if any, or upon the happening of the events, if any, specified in the articles of organization or a written operating agreement
  • By the vote of a majority in interest of the members, or a greater percentage of the voting interests of members as may be specified in the articles of organization or a written operating agreement
  • Entry of a judicial order

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