California LLC Articles of Organization

42 comments on “California Filing Forms”

1. Hi Matt,
   Thanks for this informative site. I am a real estate broker and want to open an office. I have registered an LLC under a certain name (XYZ). I think I can register it as the broker on record. My question is, can the business name be different than the XYZ, for instance ABC real estate. In other words, should the fictitious name match the LLC name?

   Thanks

   • You’re welcome Farid. Your LLC will need to register a DBA (aka Fictitious Name in CA) for ABC Real Estate. You’ll also need to register your LLC and its Fictitious Name with the California Department of Real Estate. Hope that helps.

2. Hi Matt! First of all, thank you so much for the time you’ve put in to creating this resource. I sincerely appreciate it!

   I am considering using Northwest as my Registered Agent. For the “Initial Mailing Address”, would it be advised to use my personal address? Is the Initial Mailing Address public record?

   • Hi Courtney! You’re very welcome :) Yes, all the addresses on the California Articles of Organization are public record. You can use either your address or the address of Northwest if you hire them to be your LLC’s Registered Agent. Hope that helps!

3. I purchased several rental homes in the state of Louisiana. I am a resident of the state of California . My plan is to start a LLC in the state of California . The question is whether or not I can register my out of state property under a LLC f firmed and operated out if the state of California

   • Hi Barbara, yes, you can register your Louisiana property under your California LLC. Before you can do that however, you’ll need to register your California LLC as a foreign LLC in Louisiana. Foreign registration allows an out-of-state LLC (which in this case is your CA LLC) to do business in another state (Louisiana). Having said that, it’s also a good idea to speak to a few real estate attorneys. In this example mentioned, it’s just one CA LLC (registered to do business in Louisiana)… you may want to examine 1 LLC vs multiple LLCs… in addition, examine foreign LLC registration vs. a Louisiana LLC (or LLCs) owned by your CA LLC. There are a number of ways to structure this. Unfortunately, there isn’t one ideal setup that works across the board. Additionally, once you have your LLC (or LLCs) set up, you’ll need to transfer title of the properties from yourself to your LLC(s). Just forming an LLC, but holding property in your personal name does nothing. Hope that helps.

4. Thank you for all your help! My husband and I are starting a sports league for adults and using an LLC. I am a nurse and understand that I can’t be the registered agent, but can we do a member managed LLC and I be one of the owners as well. It is just him and I.
   Thanks
   Sarah

   • Hi Sarah, what makes you think you cannot be the LLC’s Registered Agent… are you referring to the restrictions for licensed professionals and California LLCs? If so, that restriction only applies if the LLC you are trying to form is going to offer the professional services for which you are licensed. A sports league doesn’t fall into that category. So you can be an LLC Member and you can also be the LLC’s Registered Agent if you’d like. Hope that helps.

5. I am a licensed architect that provides construction management services as well. I want to form an LLC in California. Are these services considered a professional service and thus may not be a LLC? I registered these services with the Sec. of State in 2016 as an LLC and it was registered. I dissolved this a year later. Any idea why the LLC was approved then, but not now?

   • Hi Patrick, the Secretary of State hasn’t always checked on this, which is why it went through. But that doesn’t mean you’re going against the the law. Architects are most often considered to be rendering professional services. Instead of an LLC, you’ll want to consider a Professional Corporation. We recommend have a conversation with an attorney. Hope that helps.

6. Planning to form a LLC in January. I have several business ventures that all relate to Real Estate. What are your suggestions regards to having each venture separate?

   • Hi Tamica, it’s challenging to offer a black and white answer as it depends on how much your personal net worth is, the potential liability of each venture, and more details. It’s a question much better suited for an attorney. Hope that helps. Thanks for your understanding.

7. I am wanting to become an Amazon FBA, and was thinking of doing an LLC-S to ensure that any taxes I might owe are seperated from my personal taxes.

   I am wondering the timing of forming an LLC-S. Can I start my FBA and in a few months, if I am successful, form my LLC? If so, can I capture my start up and profit under the LLC even though the items/profits were purchased/earned prior to the LLC being formed?

   • Hi Marie, I think you are confusing the LLC’s personal liability protection (keeping personal assets separate from business assets) with how the LLC is taxed. Unless your LLC is earning a certain amount of net income, keeping the LLC taxed in its default status (LLC taxed as Sole Proprietorship) is often better since you’ll pay less in taxes. You can find more information on S-Corp taxation here: S-Corp taxation for LLC. You can start the FBA as a Sole Proprietorship and file a partial year’s return and then later form the LLC (and you’d file a different Schedule C), but no, you shouldn’t move income/expenses to an LLC when it doesn’t exist. Hope that helps.

8. Hi Matt. I am so happy I discovered this site! Thank you for making it so clear.
   The one question I have is about the California LLC addresses in the form.
   We just bought a rental property and want to form an LLC for protection. I expect all the legal mail related to LLC’s will come to me at my place of residence. I’m confused as to where, or if, I need to enter the rental property address. The form I downloaded from your link is now slightly different than the one in the video.
   Thanks in advance, and keep up the good work!

   • Hey Mark, you’re very welcome! Thanks for the nice comment. In order to have your rental property protected by your LLC, the LLC needs to own the rental property (not have its address in your Articles of Organization). Hope that helps.

9. Hello Matt if my LLC was processed today and says active.Can i file for my EIN or do i have to wait to get my form from the state?.On the state site does show my enity number

   • Hi Eric, in that case, your California LLC was approved. You can proceed with the EIN application (before the stamped and approved Articles of Organization arrives in the mail). Hope that helps.

10. Hi Matt, boy your website make this so easy! Written very clear that a 3rd grader could understand. Thank you for taking the time to offer this information and help us all out.
    My questions is this. After the I fill everything out and send it into the state, how are all the members officially recorded and recognized as members. In my situation it will be myself and my partner as members. How does that officially work? I see there is nothing addressing this in the actually form submission.

    • Hi Alan, thanks for the awesome comment! Happy to hear we’ve been able to make things easy for you. And great question. California doesn’t require Member information on the Articles of Organization. You can document that via the LLC Operating Agreement and you can also have the person who signed the Articles of Organization (the LLC Organizer) sign a Statement of LLC Organizer, appointing the LLC Members. So the Statement of Organizer + the Operating Agreement will do it. Hope that helps!

11. O I see, yes both in california i confused myself with the state of lieu. Thinking that I ONLY needed to file one LLC1 form

    • Okay, cool. Just wanted to double-check. The fact that one LLC owns the other doesn’t change things in regards to filing requirements in CA. I like to think of the Statement of LLC Organizer as the “hand off” from the Organizer to the Member(s). Hope that helps :)

12. I’m in california, actually do i need to file two separate LLC1 forms when doing it the way you explained?

    • Hi Eric, to make sure we’re still on the same page, did you form 2 LLCs, both located in California? One LLC is owned by you (the Parent) and one LLC is owned by the Parent LLC (the Child), correct? If so, both LLC’s have reporting requirements. That means both have to file their own Statements of Information, Annual Franchise Tax, Form 568, etc. Hope that helps clarify.

13. On my LLC-12 form #1 (company name) do i list the (holding company) parent company or (operating company) child company? For the #5 member or manger section 5b do list the child company there? Then do my statement of lieu. I hope I’m asking the question the right way

    • Hi Eric, I know you were setting up a Parent LLC and a Child LLC. In what states were those setup? Did you create 2 LLCs?

14. How would I check the status of the submission of articles of org? I mailed mine in on March 27th and still have not gotten any approval yet…

    • Hey Matheus, if you check the Current Processing Dates on the Secretary of State’s website, you can see they are processing LLC formations received on March 30th. You’ll need to account for processing time (10 – 15 business days) and some days for mail time. So while you could call and check the status, if you just remain patient, you’ll likely get your approval docs in the mail within a couple weeks. Hope that helps.

15. Would I need two separate ein numbers?

    • Hi Eric, please check with an accountant on this as there’s a few ways to do it. Thanks.

      • Ok thanks a lot you have been very helpful

        • You’re welcome Eric :)

16. What is the process for forming a holding company and a Operating company?

    • Hi Eric, the holding company (also called the parent LLC) should be formed first (which will be owned by you). Then form the 2nd company (the child LLC). If the Articles of Organization asks for LLC Members, list “Parent LLC”. If LLC Members are not asked for in the Articles of Organization (which they are not in the California Articles of Organization), then you can organize the LLC yourself (or have someone else organize it). That person is known as the LLC Organizer. Have the LLC Organizer sign a Statement of LLC Organizer stepping down as Organizer and listing the LLC Member as “Parent LLC”. Then create an Operating Agreement where “Parent LLC” is the Member of “Child LLC”. Make sure for the signature section (of the Operating Agreement and all documents) to enter the name of “Parent LLC”. Then one line below enter “Your Name, Member”, “Your Name, Manager”, or “Your Name,” followed by any applicable title. This way, you are signing on behalf of “Parent LLC”. Hope that helps!

      • Thanks alot…One more since the child company will be the one operating doing business.Will this make it the companies to separate entities?

        • Hey Eric, if the LLCs are set up correctly, then yes, they are separate entities. Hope that helps.

17. Love all the great info, but one small question. When we send the check for $70 to “California Secretary of State” do we make it payable to “Secretary of State” or “California Secretary of State”?

    • Thanks Mihail! Both “Secretary of State” and “California Secretary of State” will work. So whichever you prefer :)

18. Thanks a lot for such a useful information. I have only one question left:

    Instruction says:
    6. “The person signing LLC-1(i.e the organizer(s)) need not be a member or manager of the LLC”.
    But on the video, you have mentioned that LLC owner “John Doe” is filling form up him self, and he can be a Service Of Process individual.

    Can “John Doe” sign it as organizer? Or who can sign it if not him?

    Best,
    Sergii K

    • Hi Sergii, you’re welcome. Apologies for the confusion. You can certainly sign as the LLC Organizer. The LLC Organizer is the person (or company) completing the Articles of Organization and submitting it to the state. We’ve expanded upon this further here: LLC Organizer vs Member.

19. Hi Matt,

    Thank you for such an informative guide on forming LLCs. The videos are extra-helpful.

    I have a question about the “Business Address”. The current form’s item 2 is Business Address, which according to the instructions should be
    “where copies of the organizational documents, operating agreement financial and other business records must be kept.”

    1) I don’t want to use my home address because I don’t want it to be publicly available. Would it be visible to the public if I list my home address in this field?

    2) Can I put my address provided by my Registered Agent in this field instead, even though it’s not where the “business records are kept”?

    • Hi Arthur, you’re very welcome! Thank you for the nice comment. Minus the Mail Submission Cover Sheet, everything else is public record. You can list the address of your Registered Agent for #2 (Business Address) if they allow it. Some do, but most don’t… and some will even charge fees if they start getting a lot of your mail. In the case of privacy, I recommend using Northwest Registered Agent as they’ll let you use their address across your entire filing for privacy. Hope that helps!

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