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Small Business Information Resources > INC and LLC Filing Requirements and Forms (by State) > California
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: May 16, 2007
General Info
Agencies
If you have further questions regarding business filings or fees, need additional filing forms, or want to contact your state's business division, here is the agency's contact information.
Secretary of State
Corporation/LLC Section
1500 11th Street
Sacramento, CA 95814
(916) 657-5448
http://www.ss.ca.gov/business/business.htm
If you have further 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.
Franchise Tax Board
P.O. Box 942857
Sacramento, CA 94257-0631
(916) 369-0500
http://www.ftb.ca.gov/
California State Statutes
To research the State Statutes for California Corporations, LLCs and Partnerships, click here.
Licensing
Business Licenses
Contact your state or local agencies regarding licensing issues.
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
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Corporation Names must contain the word "corporation", "company", "incorporated", "Corp.", "Inc." or "Co"
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Limited Liability Companies must contain the word "limited liability company", "LLC", or "L.L.C."
Should 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.)
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LLCs & INCs can have the same names! - If there is an "XYZ, Inc." in existence, you can still choose, "XYZ, LLC." There are, of course, still trade name & trademark issues to contend with.
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Just because an existing corporation or LLC is suspended, 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!
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Use of words such as, "Bank" or "Trust" are not acceptable. However, "Loan" is an acceptable word.
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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.
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 filing of its original Articles of Incorporation, and annually thereafter 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 companies 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
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Directors: One or more; No residence requirements; no age requirements; Initial Directors must be listed on Articles of Incorporation.
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Officers: Not required to be listed on Articles.
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Stock: Number of shares or par value does NOT alter filing fees or annual fees.
For LLCs
Records Requirements
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Articles of incorporation and all amendments;
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Current bylaws;
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Minutes of shareholders' meetings;
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Records of shareholders' actions taken without a meeting;
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Written communications to shareholders within past three years;
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List of names and business addresses of current directors and officers;
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Any agreements among shareholders.
For LLCs
Annual Filing Requirements
Annual Statement of Information
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Fee:
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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.
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Forms:
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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)
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Due Date:
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Corporation Franchise Tax
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Tax:
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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 taxe rate with no
minimum tax the first year.
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Forms:
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Index of Forms - California Corporation Taxpayer Forms 1994-2007
Form 100 - California Corporation 2006 Franchise or Income Tax
Return (instructions)
Form 100S - California S Corporation 2006 Franchise or Income Tax
Return (instructions)
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Due Date:
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Limited Liability Company
Annual Filing Requirements
LLC Biennial Reports
LLC Franchise Tax Returns
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Tax:
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Forms:
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Due Date:
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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, you would owe $800 on March 15th and another $800 on April 15th of the following year.
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