When launching a new business in California, you’ll have to make the decision about what type of business structure you want to operate as. A sole proprietorship? California corporation? What about a California LLC?
There are benefits to each type of business entity, but here we’re going to look at the limited liability company and why it might be a good fit for you. We’ll also talk about creating an LLC in California to help you down that path.
What is an LLC?
A limited liability company is a business entity that keeps your personal assets safe and separate from that of your company, while providing pass-through tax benefits like that of a sole proprietorship or partnership. Thus, an LLC offers better liability protection than a sole proprietorship.
You can have a single member LLC or a multi-member LLC, depending on whether you’re the only owner or not. (LLC owners are called “members.”) Which you choose will have an impact on how you file your taxes.
Your LLC business will either be a foreign LLC or domestic LLC. The former means it was created in a state other than where you do business. A domestic LLC is one formed in the state where you do business.
If your business has some sort of liability to customers, such as a rental property, restaurant, or retail store, having the protection of a California LLC could be a smart idea. But keep in mind you’ll have to pay a pricey annual California State Tax.
Benefits of Creating an LLC in California
So why choose a limited liability company over other types of business entities? First of all, if you operate as a sole proprietorship, your personal assets could be at risk. Should you ever be sued or file bankruptcy, the court can seize your personal assets if your business can’t pay your debts. If you operate an LLC, those personal assets are more protected.
There’s also less paperwork with the LLC versus California corporation, which has to hold shareholder meetings and make annual reports.
And creating an LLC in California has some tax benefits: they can opt for what’s called “pass-through” taxation, which is a fancy way of saying the LLC doesn’t pay any taxes, but the income and expenses pass through to the owner’s personal tax returns for state and federal tax purposes. This is in contrast to the double taxation that a C corporation experiences, where both the business and the owner pay income taxes.
How to Create an LLC in California
Each state has a slightly different process for setting up a limited liability company. For the California LLC, here’s what to do step-by-step:
- Register Your LLC with the Secretary of State
- File a Statement of Information
- Apply for an EIN from the IRS
- Create an Operating Agreement
- Open a Bank Account for Your LLC
- Register with the Franchise Tax Board
- Hiring Employees? Register with the EDD
- Apply for a Seller’s Permit
- Comply with County and/or City Tax Requirements
Register Your LLC with the Secretary of State
The first step to creating your California LLC is to visit the California Secretary of State website. There’s an easy-to-use online filing system for your LLC. Otherwise, you can fill out your Articles of Organization (also known as Form LLC 1) and mail them in.
You will be asked the name you want your LLC to have. You’ll need to check name availability and if the one you choose already exists, you’ll be told, and you will need to pick a different LLC name. You’ll fill out your contact information (including email address and business address) and then need to select your service of process. If you’re filing your California LLC paperwork yourself, you’d choose Individual. If you’ve hired a registered agent (more on that shortly), you’d select California Registered Corporate Agent.
Next, you’ll select whether the LLC will be managed by one manager, more than one, or all LLC members. Then you’ll enter the Organizer name and email (this person will get updates and information on the LLC). There is a $70 filing fee.
File a Statement of Information
Next comes filing your Statement of Information (Form LLC-12). This is a document that contains information about your business’s registered agent (if you have one) and its management or officers, as well as general contact information. You’ll need to fill this out when you initially file your LLC in California, and then every two years afterward.
Apply for an EIN
Just like you have a Social Security number, your business also needs a unique identification number, called an Employer Identification Number (EIN). You’ll need this to file your taxes as well as open a business bank account.
You can get a free EIN directly from the Internal Revenue Service if you choose.
Create an Operating Agreement
Another of the LLC documents you need is an operating agreement. This establishes the purpose of your business, who the members of the LLC are, how you will share the profits, and what, if any, tax considerations you have are.
There are templates you can use to create your LLC operating agreement online.
Open a Bank Account for Your LLC
If you’re wondering why you need a separate business checking account for your LLC, here are a few reasons: it make it easier to file taxes by tracking expenses, but it also can help you qualify for financing down the road. Separating your business and personal finances makes it easier to stay organized.
A side note: while you’re at it, apply for one or two business credit cards so you can separate your business finances while earning credit card rewards.
Register with the Franchise Tax Board
To view LLC documents and manage your LLC online, you’ll need an account with the Franchise Tax Board. Once you register, you’ll need to wait to receive a PIN in the mail, which can take about a week. Once you enter the PIN, your account will be active.
Hiring Employees? Register with the EDD
If you plan to have employees, you’ll need an account with the Employment Development Department. Once you do so, you can log in to pay employment tax, print reports, or report new hires.
Apply for a Seller’s Permit
If you plan to sell products, you may be required to possess a seller’s permit in California. Apply for a seller’s permit through the California Department of Tax and Fee Administration’s online portal. Once you have your permit, you can view it, pay sales tax, or file a return online.
Comply with County and/or City Tax Requirements
In addition to the seller’s permit, there may be other business licenses or permits you need, according to your city or county’s regulations. Check those websites to make sure you’ve covered all your bases.
How Much Does it Cost to Establish an LLC in California?
The total cost to create an LLC in California depends on your location within the state. You’ll pay fees for:
- Reserving a business name: $10 but may vary depending on location
- Filing California Articles of Organization: $70 + handling fees
- Filing the initial report (statement of information): $20
- Filing an annual report: $25
- Obtaining a business license: $50 to $100 on average
- Annual taxes: $800 minimum
Local laws in the area you’re planning to start an LLC may affect the overall cost.
Business Formation Service vs. Do It Yourself
As a business owner or entrepreneur, you’re probably used to doing things on your own. While California business formation isn’t difficult, know that you also have the option for help.
Business formation services can act as your California registered agent, file Articles of Organization and other required formation documents on your behalf, and ensure you stay compliant by paying any required annual fees and filing your Statement of Information. Business formation services also offer other professional services like name search, name reservation, and getting your Employment Identification Number (EIN) from the Internal Revenue Service. Some can even give you a physical address if you don’t want or have a P.O. Box.
These registered agent services aren’t free, but they may be worth the expense to not have to worry about maintaining your LLC status and remaining in good standing. If you operate in multiple states, registered agents can make sure you stay compliant with regulations in each state where you do business. Business formation services can also provide other valuable services like reviewing your business credit and consulting with you about your business taxes.
Should You Work with a Registered Agent Service?
While California LLC formation isn’t difficult, know that you also have the option for help. Registered agent services can complete the LLC filing on your behalf as well as ensure you stay compliant by paying any required annual fees or filing your Statement of Information.
You, of course, pay for these Calfornia registered agent services, but it may be worth the expense to not have to worry about the headache of maintaining your LLC status. If you operate in multiple states, having a registered agent can make sure you stay compliant with regulations in each state where you do business.
Costs of Maintaining a California LLC
Your business will need to do a few things to maintain your limited liability company status after filing. This includes paying an annual franchise tax of $800. This state fee is due on the anniversary of the first year your California LLC is filed.
(Just a side note: this franchise tax is due to the California Franchise Tax Board every year you operate as an LLC after the current grace period of one year. If it’s too steep an expense, you may be better off operating your business as a sole proprietorship.)
Additionally, you will need to file your Statement of Information every two years. There is a $20 filing fee for this biennial report.
Importance of Forming an LLC to Qualify for Financing
If you decide down the road to apply for small business loans or bring on investors, having an LLC may work in your favor. Some investors won’t loan money to a sole proprietorship, and instead want to see your business run as a California corporation or LLC because of the fact that investors are limited in their liability once they have equity in your company. The same goes for an S corporation or C corporation. None of the personal assets of the members (and that includes investors) can be taken to cover business expenses.
Also some lenders may require an applicant to be an LLC or corporation, so by filing an LLC, you’re already increasing your financing options.
Nav’s Verdict: Creating an LLC in California
Forming an LLC in the State of California can be a great business move. Yes, you’ll have that $800 a year franchise tax, but you’ll also limit your personal liability and keep personal assets safe.
Whether you retain the services of a registered agent or DIY your LLC filing, stay on top of annual deadlines for your franchise tax fee and that deadline every two years for your Statement of Information, otherwise you could be hit with a penalty fee or even cause your company to lose its status as an LLC.