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California Corporation & LLC Filing Requirements

The following is provided for informational purposes only and should not replace the advice of professional counsel. Although we make every effort to keep the information presented here up to date, states continuously change their policies, forms, fees, and information. Because of this, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you may encounter with moved or broken links on this page by clicking here. (Make sure to include the state and the defective link names in your e-mail.) Last update: June 10, 2010

 

General Info

Agencies

Secretary of State

Corporation/LLC Section
1500 11th Street
Sacramento, CA 95814
(916) 653-6814

http://www.sos.ca.gov/business/

 

Franchise Tax Board
If you have questions regarding business taxes, need additional tax forms, or want to communicate with your state's tax division, here is the agency's contact information.

PO Box 942840
Sacramento, CA 94240-0040

1-800-338-0505 Automated Service (inside the U.S.)

1-800-852-5711 (inside the U.S.)

(916) 845-6500 (outside the U.S.)
http://www.ftb.ca.gov/businesses/index.shtml

 

California Small Business Assistance Center

http://www.taxes.ca.gov/Small_Business_Assistance_Center/index.shtml

A web portal with links to various state government agencies.  They include these areas:

  • Permits and Licenses

  • Seller's Permit

  • Payroll Tax

    California State Statutes

    To research the State Statutes for California:

    Corporations, LLCs and Partnerships, click here.

    Professional Corporations, including list of professions, click here.

    Licensing

     

    Business Licenses

    Contact your state or local agencies regarding licensing issues.  Also check out the links for the Small Business Assistance Center (above).

     

    Initial Filing Requirements

     

    GENERAL INFO

     

    The following is an overview of California's fees, requirements and compliance issues for corporations and limited liability companies.

     

    Choosing a Name

    • Corporation names must contain the word "corporation", "company", "incorporated",  "Corp.", "Inc." or "Co"

    • Limited liability company names must contain the word "limited liability company", "LLC", or "L.L.C."

    • New names must be distinguishable from the name of an already registered entity. For instance, the addition of a number to a name won't distinguish it from another (i.e. Bob's Plumbing, Inc. vs. Bob's Plumbing2, Inc.) 

    • LLCs and INCs can have the same name! If there is an "XYZ, Inc." in existence, you can still choose "XYZ, LLC." There are, of course, still trade name and trademark issues to contend with.

    • Just because an existing corporation or LLC is suspended, it doesn't mean that company's name is open for use.  In fact, unless the Franchise Tax Board "clears" the corporation or LLC of all tax debt, the "suspended" company's name is locked and not available for use!

    • Use of words such as, "Bank" or "Trust" are not acceptable. However, "Loan" is an acceptable word.

    • Professional corporations include doctors, nurses, lawyers, accountants, real estate, property management, and investigators.

    Filing Times

    Filing time is the estimate of total turnaround time from the date it is submitted from SmallBiZ.com to the date it is received back from the state.

     

    Expedited Filing - 2 to 3 weeks (plus mailing time using US Priority Mail)

    Standard Filing - 2 months (plus mailing time using standard US Mail)

       

    Have SmallBiZ.com form your entity now!

      

    Publishing

    None required for California domestic or foreign corporations or limited liability companies. 

     

    Statement of Information

     

      For Corporations

    Every domestic stock corporation shall file either Form SI-200 C (for initial filing or changes to previous statement) or Form SI-200 N/C (for annual filing when no changes are being reported) with the Secretary of State, within 90 days after the filing of its original Articles of Incorporation, and then annually by the last day of the twelfth month from the filing date. The fee for filing the initial or annual Statement of Information is $20 plus a $5 disclosure fee (domestic stock corporations only), for a total of $25, made payable to the Secretary of State. Failure to pay by required date will result in a $250 penalty.

     

    For LLCs

    Every limited liability company must file either Form LLC-12 (for initial filing or changes to previous statement) or Form LLC-12R (for biennial filing when no changes are being reported).  The fee for filing the initial (within 90 days of organization) or biennial Statement of Information is $20, made payable to the Secretary of State. Failure to pay by required date will result in a $250 penalty.

     

    Management Requirements

     

    For Corporations

    • Directors: One or more; No residence requirements; no age requirements; Initial Directors are isted on either the Articles of Incorporation, or on a separate election or appointment from incorporator.

    • Officers: Not required to be listed on Articles.

    • Stock: Number of shares or par value does NOT alter filing fees or annual fees.

    For LLCs

    • Must have at least one Member.

     

    Records Requirements

     

    For Corporations
    The following are required to be kept in your records:

    • Articles of incorporation and all amendments;

    • Current bylaws;

    • Minutes of shareholders' meetings;

    • Records of shareholders' actions taken without a meeting;

    • Written communications to shareholders within past three years;

    • List of names and business addresses of current directors and officers;

    • Any agreements among shareholders.

    For LLCs

    • The state of California does not have any requirements for limited liability companies to maintain anything similar to corporate records.

    •  

    Corporations 

     

    Annual Filing Requirements

     

    Annual Statement of Information

    Fee:

     The fee for filing the annual Statement of Information is $20 plus 
     a $5 disclosure fee (domestic stock corporations only), for a total 
     of $25, made payable to the Secretary of State. Failure to pay by 
     required date will result in a $250 penalty.

     

    Forms:

     Form SI-200 C - For annual filing with changes to previous
     statement) 

     Form SI-200 N/C - For annual filing when no changes are being
     reported)

     

    Due Date:

    Annually by the last day of the anniversary month of the initial filing date.

     

    Corporation Franchise Tax

    Tax:

     Both C and S Corporations are subject to franchise taxes.

     

     The franchise tax is actually a tax of net income and the rate is 
     8.84% of net income for corporations. S corporations must pay the
     franchise tax at a rate of 1.5% of net income.     California imposes a
     minimum franchise tax of $800.

     

     NOTE: New corporations are subject to the above tax rate with no
     minimum tax the first year.

     

    Forms:

     Form 100 - California Corporation 2009 Franchise or Income Tax 
     Return (    instruction booklet)
     Form 100S - California S Corporation 2009 Franchise or Income Tax
     Return (instruction booklet)

     Index of Forms - California Corporation Taxpayer Forms 1994-2010

       

    Due Date:

    Franchise tax is due the 15th day of the 3rd month for the previous year's tax year, or March 15th for calendar year filing.

     

     

    Limited Liability Company

     

    Annual Filing Requirements

      

    LLC Biennial Reports

    Fee:

    The fee for filing the biennial Statement of Information is $20, made payable to the Secretary of State. Failure to pay by required date will result in a $250 penalty.

     

    Forms:

    Form LLC-12 (For initial filing or changes to previous statement)
    Form LLC-12R (For biennial filing when no changes are being reported)

     

    Due Date:

    Due every other year by the last day of the anniversary month of the initial filing date. The initial filing is due within 90 days after filing the articles of organization.

     

    LLC Franchise Tax Returns

    Tax:

    All LLCs are subject to the $800 minimum franchise tax (even those filing taxes as a disregarded entity).

     

    Forms:

    Form 568 - 2009 Limited Liability Company Return of Income (instruction booklet)

    Form 565 - 2009 Partnership Return of Income (instruction booklet)

    Form FTB 3522 - 2009 LLC Tax Voucher

    Index of Forms - California Corporation Taxpayer Forms 1994-2010

     

    Due Date:

    First annual tax payment is due on the 15th day of the 4th month after the filing date. Each year's subsequent filing is due on the 15th day of the 4th month of the end of the tax year, or April 15th for calendar year filing. So, if you filed a new LLC on November 10th, the following year you would owe $800 on March 15th and another $800 on April 15th.