Information about setting up new company

Limited Liability Company

• A Limited Liability Company generally offers liability protection similar to that of a corporation but is taxed differently. Limited Liability Companies may be managed by one or more managers or one or more members. In addition to filing the applicable documents with the Secretary of State, an operating agreement among the members as to the affairs of the Limited Liability Company and the conduct of its business is required. Professional limited liability companies are restricted in California at this time.

The name of the limited liability company

• For a Limited Liability Company, company names must end with the words "LLC" or "Limited Liability Company". Do not enter periods between the letters in "LLC". The words "Limited" and "Company" may be abbreviated to "Ltd." and "Co." respectively. The name cannot be the same as or deceptively similar to the corporate name of a domestic corporation or a foreign qualified corporation.

Limited liability companies are a relatively new form of business entity for the state. Formation and operation of such entities in California was authorized in 1994 through the Beverly-Killea Limited Liability Company Act. At this time professional limited liability companies are prohibited from forming or registering in California. The majority of limited liability company filings utilize forms prescribed by the Secretary of State, which were developed to simplify filing procedures. The prescribed forms provide for the statutory minimum requirements under the Beverly-Killea Act.

• Articles of Organization containing the following information :
• • Enter the name of the limited liability company. The name shall contain the words "Limited Liability Company," or the abbreviations "LLC" or "L.L.C." The words "Limited" and "Company" may be abbreviated to "Ltd." and "Co." The name of the limited liability company may not contain the words "bank," "trust," "trustee," incorporated," "inc.," "corporation," or "corp.," and shall not contain the words "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
  • Execution of this document confirms the following statement which has been preprinted on the form and may not be altered: "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." Provisions limiting or restricting the business of the limited liability company may be included as an attachment.
  • Enter the name of the agent for service of process. Check the appropriate provision indicating whether the agent is an individual residing in California or a corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. If an individual is designated as agent, proceed to item 4. If a corporation is designated, proceed to item 5.
  • If an individual is designated as the initial agent for service of process, enter an address in California. Do not enter "in care of" (c/o) or abbreviate the name of the city. DO NOT enter an address if a corporation is designated as the agent for service of process.
  • Check the appropriate provision indicating whether the limited liability company is to be managed by one manager, more than one manager or all limited liability company member(s). (Section 17051(a)(5).)
  • The Articles of Organization (LLC-1) may include other matters that the person filing the Articles of Organization determines to include. Other matters may include the latest date on which the limited liability company is to dissolve. If other matters are to be included, attach one or more pages setting forth the other matters.
  • Enter the number of pages attached, if any. All attachments should be 81" x 11", one-sided and legible.
  • Briefly describe the type of business that constitutes the principal business activity of the limited liability company. Note restrictions in the rendering of professional services by Limited Liability Companies. Professional services are defined in California Corporations Code, Section 13401(a) as: "Any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code or the Chiropractic Act."
  • The Articles of Organization (LLC-1) shall be executed with an original signature of the organizer. A facsimile or photocopy of the signature is not acceptable for the purpose of filing with the Secretary of State. The person executing the Articles of Organization (LLC-1) need not be a member or manager of the limited liability company. If an entity is signing the Articles of Organization (LLC-1), the person who signs for the entity must note the exact entity name, his/her name, and his/her position/title. If an attorney-in-fact is signing the Articles of Organization (LLC-1), the signature must be followed by the words "Attorney-in-fact for (name of person)." If a trust is signing the Articles of Organization (LLC-1), the articles must be signed by a trustee as follows: ________________, trustee for _____________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-94).
  • Enter the name and the address of the person or firm to whom a copy of the filing should be returned.

• Filling Fees :
• • The filing fee is $70.00. Make the check(s) payable to the Secretary of State and send the executed document and filing fee.