Start a California LLC — Step-by-Step

Your LLC name must be distinguishable from every other business entity already on file with the California Secretary of State. "Distinguishable" is a legal test, not a gut feeling — a name that differs only by punctuation, spacing, an "s," or filler words like "the" or "and" may be rejected as too similar to an existing record.

Start with the California business search. Look up your proposed name and a few close variations. If something too similar is already registered, the state will bounce your Articles, which costs you days.

Name requirements

• The name must include "Limited Liability Company" or an abbreviation such as "LLC" or "L.L.C." You can abbreviate "Limited" to "Ltd." and "Company" to "Co."
• It cannot contain words like "bank," "trust," "insurance," or "trustee" unless the appropriate California regulator has approved it.
• It cannot suggest a government agency or a purpose the LLC is not authorized to carry out.
• It must be distinguishable in the state's records from all other registered entities.

Optional: reserve the name

If you are not ready to file but want to hold a name, California lets you reserve it for a limited period through the Secretary of State. This does not create the LLC — it just parks the name while you handle other pieces.

Fictitious business names (DBAs)

If you plan to operate under a name other than your LLC's legal name, California handles that at the county level, not the state. You register a Fictitious Business Name (FBN) with the County Clerk-Recorder where your principal office sits, and you publish notice of it in a newspaper of general circulation, typically within 45 days of filing. This is entirely separate from forming the LLC.

Before you file, decide who your agent for service of process will be — California's term for a registered agent. The agent has to be named in the Articles of Organization, so this cannot wait until later.

California law requires every LLC to keep an agent for service of process with a physical California street address for the life of the company. This is the person or business that receives lawsuits, subpoenas, and official state notices on your behalf.

Who can serve

• Yourself: If you have a physical California street address (not a P.O. box) and are reliably around during business hours, you can be your own agent. Your address goes into the public record.
• Another individual: Any California resident with a street address in the state — a co-owner, an employee, or an attorney.
• A registered corporate agent: A company that has filed a listing with the Secretary of State to act as an agent statewide. Commercial services keep their address on the public record instead of yours and guarantee someone is available to accept documents.

Why the choice matters

Whatever address you list becomes searchable on the state's public business database. If you use your home, anyone can find it. Owners who work irregular hours, travel, or simply want privacy usually choose a commercial agent so a professional California address appears instead — and so nothing gets missed while they are away.

The Articles of Organization is the filing that legally creates your LLC in California. It is submitted online through the bizfile Online portal; the state retired paper mail filing for this document, so there is no mail option to fall back on.

Standard processing usually takes a few business days. If you are on a deadline, the Secretary of State offers paid expedited handling, including same-day service, for an extra fee. Once processed, your LLC shows up in the public business search and your stamped Articles are available.

What Form LLC-1 asks for

• LLC name with the required designator (LLC, L.L.C., etc.)
• Business addresses — the principal office and a mailing address if different
• Purpose — California uses a standard statutory purpose statement, so you do not have to describe your specific activities
• Agent for service of process — the agent's name and, for an individual, a California street address; for a registered corporate agent, the agent's registration
• Management structure — member-managed or manager-managed

What you do not have to disclose

You do not list members' names, ownership percentages, or any financial information on the Articles. That internal detail lives in your operating agreement, which stays private and is never filed with the state.

This step catches new California owners more than any other, because it is not part of forming the LLC — it comes right after, and it has a hard clock. Within 90 days of the Secretary of State accepting your Articles, you must file an initial Statement of Information (Form LLC-12) through bizfile Online.

The Statement of Information confirms your LLC's addresses, your agent for service of process, the type of business, and your managers or members of record. It is informational, not financial — you are not reporting income.

After the initial filing, California LLCs file the Statement of Information every two years (biennial), keyed to the anniversary month of formation. Miss the 90-day initial deadline or a later biennial one and the state assesses a penalty and can move the LLC toward suspension. Put both the 90-day date and your biennial cycle on the calendar the moment your Articles are accepted.

An operating agreement is your LLC's internal rulebook. California does not require you to file it with the state, and it never goes into a public database — but under RULLCA it carries real legal weight, and you should have one in place before you take on partners, open accounts, or start doing business.

What a complete operating agreement covers

• Ownership: member names, ownership percentages, and how interests are expressed
• Capital contributions: what each member put in at formation and any future contribution obligations
• Profit and loss allocation: how profits and losses are split — often, but not always, matching ownership
• Distributions: when and how cash gets paid out, and in what order
• Management: whether members run the company or designated managers do, and which decisions need a full member vote
• Voting: whether votes are weighted by ownership or counted per member
• Transfers: what happens when a member wants to sell or exit — rights of first refusal, approval rules
• Dissolution: the events that wind the company up and how remaining assets are distributed

For a single-member LLC, the agreement reinforces that the company is genuinely separate from you — courts weigh that when evaluating the liability shield, and banks often ask for it. For a multi-member LLC it is essential: without one, RULLCA's default rules fill every gap, and those defaults rarely match what the owners actually intended.

The IRS hands out a free, nine-digit federal tax ID called an Employer Identification Number. Think of it as a Social Security number for the business — you use it on tax filings, to open bank accounts, and to hire.

When you need one

• Your LLC has more than one member (multi-member LLCs file a partnership return and must have an EIN)
• You plan to hire employees
• You want to open a business bank account (most banks require it)
• You have elected S-corporation or C-corporation treatment

A single-member LLC with no employees can technically use the owner's SSN federally, but most advisors get an EIN anyway — it keeps your Social Security number off business paperwork and smooths bank onboarding.

How to apply

The quickest path is the IRS EIN Assistant on IRS.gov. It takes about ten minutes and the number is issued immediately, so you can use it the same day. The online tool needs a US SSN or ITIN. Applicants without one apply by fax or mail on Form SS-4.

Keeping business and personal money separate is not optional if you want the liability shield to hold. Run personal spending through the business account or deposit business income into your personal account and a court can disregard the LLC and reach you directly.

What banks usually want

• Your filed Articles of Organization
• Your IRS EIN confirmation
• Your operating agreement (many banks require it)
• Government-issued ID for each authorized signer

California tax you can't skip

Every California LLC owes the Franchise Tax Board's minimum annual franchise tax, due whether or not the business made money, and the old first-year waiver no longer applies. Once your California gross receipts cross set thresholds, an additional tiered LLC fee applies. These go to the Franchise Tax Board, not the Secretary of State. If you sell taxable goods, register for a seller's permit with the California Department of Tax and Fee Administration. Set the franchise tax money aside early — it is the number one thing new California owners forget.