USA - CALIFORNIA
COMPANY FORMATION SERVICES
LIMITED LIABILITY COMPANY (LLC)
California remains one of our most popular states for incorporation and LLC formation. With the largest population in the United States, California has a thriving business community. Some of the largest U.S. companies, including Countrywide Financial and Apple, maintain their headquarters in California. This state also services many small businesses, particularly in major industries like entertainment, agriculture, and technology.
If you want to incorporate or form an LLC in California, we can help you form your new company with the California Secretary of State.
INCORPORATING IN CALIFORNIA
Incorporation in California is a fairly easy process but the number of legal issues to consider can make the execution of each stage in the process extremely complex.
Every business owner should incorporate their business, since there are more advantages then drawbacks. Incorporating your company is certainly a good answer to protect yourself from those business lawsuits that come around so often. Another problem most of the California businessmen generally experience is ever-increasing taxes. The majority of new businesses seeking liability protection organize as corporations, but limited liability companies (LLCs) are gaining favor. Real estate companies and investment funds are more likely to form as LLCs or limited partnerships, than as corporations. Some other companies elect to become LLCs because the corporate governance is easier. The downside to LLC’s is that they are a rather new concept (sort of a hybrid between partnerships and corporations). Because of their relative newness sometimes the legal uncertainties involving them can be a serious disadvantage. We can help you decide the most appropriate legal structure for your business.
ADVANTAGES TO INCORPORATE IN CALIFORNIA
The main advantages of incorporating in California are: lawsuit protection, credibility, tax savings, deductible employee benefits, anonymity, and the simplicity of raising capital. By creating a separate legal entity for personal protection purposes, a California corporation has a broad range of powers beyond that of the standard sole proprietorship such as small claims court benefits, separate liability for corporate debts, and best of all perpetual duration. When you incorporate in California you create a separate legal individual.
If you register a California LLC you will receive protection from personal liability for things like lawsuits ad other financial claims against the company. In an LLC, you do not issue stocks to raise funds, or revenue for capital investment. Instead, members are issued interest certificates that reflect the amount or share of their investment in the company. An LLC is run by the members, and the power vested in these members is determined by percentage of ownership. You can register an LLC by filing with the office of the Secretary of State. In most cases this process is simple, and takes as little as a couple of days to complete. It's a good idea to consult with an attorney or other financial adviser before filing for this status. You may want to weigh the alternatives to determine which business structure meets the needs of your business, your customers and your partners.
FORM AN LLC IN CALIFORNIA
A Limited Liability Company (LLC) combines the tax flexibility of a partnership with the limited liability of a corporation. Our customers form LLCs more often than corporations, typically to protect their personal assets and avoid the "double taxation" of a corporation on shareholder dividends. Each member (owner) of an LLC reports their share of profit and loss in the company on their individual tax return.
A California Limited Liability Company (LLC) is a legal form of Business Company offering limited liability to its owners. It is similar to a corporation, and is often a more flexible form of ownership, especially suitable for smaller companies with a limited number of owners. Unlike a regular corporation, a limited liability corporation with one member may be treated as a disregarded entity, so the member is often singled-out as a person performing the actions of the LLC.
A California Limited Liability corporation with multiple members may choose, generally at the time that the new entity applies for a EIN number, to be treated for U.S. federal taxation purposes as a partnership, as a C Corporation, or as an S Corporation.
California Limited Liability Company combines the best of corporations and partnerships because the Limited Liability Company offers its members protection from individual liability and, like a limited partnership, allows others to become a member only if the other members unanimously agree.
The California LLC Formation is governed by its regulations called an operating agreement. Limited Liability Company (LLC) regulations are a hybrid between corporate bylaws and a partnership agreement. The California Limited Liability Company is further distinguished from the corporation in that it is not generally required to have annual meetings unless otherwise stated in the operating agreement.
Owners are called members not partners or shareholders
Number of members are unlimited and may be individuals, corporations, or other LLC's
The principals of LLCs use many different titles -- e.g., member, manager, managing member, managing director, chief executive officer, president, partner. As such, it can be difficult to determine who actually has the authority to enter into a contract on the LLC's behalf.
EMPLOYER ID NUMBER - EIN
A Federal ID Number for a LLC is also known as an Employer Identification Number (EIN). This number is used to identify a business entity because generally, businesses need an EIN. The number is also used by several federal agencies responsible for the regulation of businesses.
All LLC needs an Employer ID Number (EIN) if the entity is offering products or services that are being taxed.
You will not need a separate Federal Tax ID number if you are the sole owner of the LLC and the LLC has no employees.
CALIFORNIA NAME RESERVATION - LLC
The following is general information about name availability and name style requirements relating to limited liability companies.
Proposed limited liability company names are checked only against currently reserved limited liability company names and active limited liability companies of record in the California Secretary of State's office. Since there is no legal requirement that limited liability company names be checked against other business entity names, limited liability company names are not checked against general partnership, limited partnership, limited liability partnership or corporate names, nor are names checked against trademarks, service marks or local fictitious business names filed at the county level.
The Secretary of State's office cannot file a document which contains a name that is "likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive," the name of a domestic or foreign (out-of-state or country) limited liability company that has registered with this office or a name which is under reservation for another limited liability company. (California Corporations Code section 17052.)
A limited liability company may adopt a name that is similar to, but not the same as, the name of an existing domestic or foreign (out of state or country) limited liability company if the existing limited liability company consents in writing to the use of the name and the Secretary of State's office finds that under the circumstances the public is not likely to be misled. The consent letter should be submitted on the letterhead of the consenting limited liability company, signed by an authorized officer of that company. If a proposed name is reserved utilizing consent, a currently dated consent must accompany each renewal request.
The limited liability company name may not falsely imply governmental affiliation.
All names must use the English alphabet or Arabic numerals (0, 1, 2, 3, 4, 5, 6, 7, 8, 9) or a combination thereof. Roman numerals are treated as letters and not translated into their numeric equivalent. Symbols are not allowed in an entity name; except, an ampersand & may be used in an entity name as a conjunction in place of the word "AND".
There is no distinction between upper and lower case letters, typeface or font.
The name of a limited liability company cannot include the words "bank," "trust," "trustee," "incorporated," "inc.," "corporation," or "corp.". (California Corporations Code section 17052(d).)
The name of a limited liability company cannot include the words "insurer" or "insurance company" or any words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. (California Corporations Code section 17052(d).)
The name of a limited liability company must end with the words "Limited Liability Company", "Ltd. Liability Co." or the abbreviation "LLC" or "L.L.C." (California Corporations Code section 17052(a).)
Fictitious business names filed with the county cannot include word(s) indicating corporate or limited liability company status unless organized as such pursuant to the laws of the State of California. (Business and Professions Code section 17910.5.)
Help prevent the rejection of your articles by the California Secretary of State due to the possible unavailability of your proposed corporate name.
Provide us with up to three corporate name choices in your order of preference and well let you know which one of your corporate names is available.
No requirement of an annual general meeting for shareholders.
No loss of power to a board of directors.
Much less administrative paperwork and recordkeeping than a corporation.
Pass-through taxation (i.e., no double taxation), unless the LLC elects to be taxed as a corporation.
Limited liability, meaning that the owners of the LLC, called "members," are protected from some liability for acts and debts of the LLC, but are still responsible for any debts beyond the fiscal capacity of the entity.
Using default tax classification, profits are taxed personally at the member level, not at the LLC level.
Check-the-box taxation. An LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation, providing much flexibility.
LLCs in California can be set up with just one natural person involved.
Unless the LLC has chosen to be taxed as a corporation, income of the LLC generally retains its character, for instance as capital gains or as foreign sourced income, in the hands of the members.
CALIFORNIA LLC FORMATION
There is a big difference between filing Articles of Organization and forming an LLC in California. This section explains the procedure of California Limited Liability Company formation as well as ongoing affairs of the Company. Steps to form an LLC in California are outlined, together with business licensing and taxation considerations.
Since California's enactment in 1996 of The Beverly-Killea Limited Liability Company Act, which provides for the formation of the limited liability company, this form of business has become a popular alternative to incorporating. In 1997, the IRS began to allow LLC's to elect tax treatment. Now, by default, a Limited Liability Company is taxed as a partnership, (with pass-through tax treatment) unless the members specifically designate to be taxed at the entity level in the same manner as a corporation. California has amended the Beverly-Killea Act to expressly authorize the formation of a single-member LLC. State law also now allows for perpetual duration of a limited liability company existence. At the bottom of this page are links to many governmental agencies and publicly available information to support the statements made in this writing.
Subject to any limitations contained in the articles of organization and to compliance with any other applicable laws, a limited liability company may engage in any lawful business activity, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business. In order to form a limited liability company, one or more persons shall execute and file articles of organization with, and on a form prescribed by, the Secretary of State and, either before or after the filing of articles of organization, the members shall have entered into an operating agreement. The person or persons who execute and file the articles of organization may, but need not, be members of the limited liability company. A limited liability company shall have one or more members. The existence of a limited liability company begins upon the filing of the articles of organization. For all purposes, a copy of the articles of organization duly certified by the Secretary of State is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.
The Secretary of State shall include with instructional materials provided in conjunction with the form for filing articles of organization a notice that filing the registration will obligate the limited liability company to pay an annual tax for that taxable year to the Franchise Tax Board pursuant to Section 17941 of the Revenue and Taxation Code. That notice shall be updated annually to specify the dollar amount of the tax.
Forming an LLC in California
The creation of an LLC begins with filing of articles of organization and the execution of an operating agreement by the members of the company.
The Articles of Organization are filed with the California Secretary of State's Office and disclose: the name of the limited liability company. The LLC's purpose. The agent for service of process. A description of the type of business that constitutes the principal business activity of the limited liability company. A statement to indicate if the LLC will be managed by: one manager; more than one manager; a single member; or all limited liability company members.
Articles for the LLC need to be filed in the Sacramento office of the Secretary of State of California. The San Diego and Los Angeles locations only accept corporate articles of incorporation for filing. The effective date, which the existence of the Limited Liability Company begins, is the date of the filing of the company's Articles of Organization. While filing Articles of Organization begins the legal existence of the LLC, it doesn't provide any structure to the entity. The Secretary of State may cancel the filing of articles of organization if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Upon receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this section to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier's check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall be effective at that time. The second notice shall be given 20 days or more after the first notice and 90 days or less after the original filing. Limited Liability Operating Agreement. In California all LLC's are required under state law to have a Limited Liability Company Operating Agreement (see Corporation C §17050(a)).
The operating agreement may be entered either before or after the filing of the articles of organization and should address at least the following items: the rights and duties of members. Contribution of cash, property, or services by members and other issues relating to capital structure. Maintenance of accounting records and delivery of financial reports and tax information to the members. Distributions of profits to the members. Allocations of losses. Management duties. Meetings of members and managers. Voting requirements. Disposition or assignment of ownership interests of members. Termination, expulsion, withdrawal and admission of members. Dissolution of the LLC. Procedures for amending the operating agreement.
Statement of Information
Under California Corporation Code §17060, the LLC must file with the Secretary of State a Statement of Information (Form LLC 12) within 90 days of the filing of the Articles of Organization. The Statement of Information includes: The names and addresses of the managers if manager managed, or of the members if member-managed. A statement of the nature company's business activity. The name and address of the agent for service of process; and the address of the company's principal business office. Each limited liability company shall maintain at the office all of the following: a current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liability company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
A copy of the articles of organization and all amendments thereto, together with any powers of attorney pursuant to which the articles of organization or any amendments thereto were executed. Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years. A copy of the limited liability company's operating agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
Copies of the financial statements of the limited liability company, if any, for the six most recent fiscal years. The books and records of the limited liability company as they relate to the internal affairs of the limited liability company for at least the current and past four fiscal years. An LLC member may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a member. Upon request of an assessor, a domestic or foreign limited liability company owning, claiming, possessing, or controlling property in this state subject to local assessment shall make available at the limited liability company's principal office in California or at the office required to be kept or at a place mutually acceptable to the assessor and the limited liability company, a true copy of business records relevant to the amount, cost, and value of all property that it owns, claims, possesses, or controls within the county.
Meetings of members may be held at any place, either within or without State of California, selected by the person or persons calling the meeting or as may be stated in or fixed in accordance with the articles of organization or a written operating agreement. If no other place is stated or so fixed, all meetings shall be held at the principal executive office of the limited liability company. A meeting of the members may be called by any manager or by any member or members representing more than 10 percent of the interests of members for the purpose of addressing any matters on which the members may vote.
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting to each member entitled to vote at the meeting. The notice shall state the place, date, and hour of the meeting and the general nature of the business to be transacted. No other business may be transacted at this meeting. Any report or any notice of a members' meeting shall be given either personally or by mail or other means of written communication, addressed to the member at the address of the member appearing on the books of the limited liability company or given by the member to the limited liability company for the purpose of notice, or, if no address appears or is given, at the place where the principal executive office of the limited liability company is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this article, executed by a manager, shall be prima facie evidence of the giving of the notice or report.
If any notice or report addressed to the member at the address of the member appearing on the books of the limited liability company is returned to the limited liability company by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the member at the address, all future notices or reports shall be deemed to have been duly given without further mailing if they are available for the member at the principal executive office of the limited liability company for a period of one year from the date of the giving of the notice or report to all other members. The operating agreement may provide that the interest of a member or assignee in a limited liability company may be evidenced by a certificate of interest issued by the limited liability company, and may make other provisions not inconsistent with this title with respect to the transfer of interests represented by those certificates or with respect to the form of those certificates.
The operating agreement may provide that the certificate may be signed by a manager or officer of the limited liability company, whose signature may be a facsimile. In case any manager or officer of the limited liability company who has signed or whose facsimile signature has been placed upon a certificate has ceased to be a manager or officer before the certificate is issued, it may be issued by the limited liability company with the same effect as if the person were a manager or officer at the date of issue. If a certificate is worn out or lost, it may be renewed on production of the worn out or lost certificate or on satisfactory proof of its loss together with such indemnity as may be required by the manager or managers or a resolution of members.
The laws of the state or foreign country under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members. A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state. Before transacting intrastate business in this state, a foreign limited liability company shall register with the Secretary of State.
A limited liability company may be classified as an association taxable as either a C corporation or an S corporation. California and federal laws treat these limited liability companies as corporations subject to all corporation tax laws. Limited liability companies classified as C corporations must file Form 100, California Corporation Franchise or Income Tax Return. If they are classified as an S corporation they must file Form 100S, California S Corporation Franchise or Income Tax Return.
LLC’s classified as partnerships or disregarded entities are subject to an $800 annual tax if they are doing business in California, or the California Secretary of State accepts their articles of organization or certificate of registration. The annual tax is pre-paid for the privilege of doing business in California and is due on the 15th day of the fourth month after the beginning of the taxable year. LLCs must file a Limited Liability Company Tax Voucher (FTB 3522) to pay the annual tax. LLCs are also subject to an annual fee based on their total income. Total income is defined as the sum of worldwide gross income plus cost of goods sold (California Revenue and Taxation Code Section 24271). The LLC fee is due on the original due date of the return, which is the 15th day of the fourth month following the close of its taxable year. Use Form 568 (Limited Liability Company Return of Income) to report income and the fee.
If an LLC has non-resident members, it must file Limited Liability Company Non-resident Members' Consent (FTB 3832) with Form 568. If the LLC fails to obtain form FTB 3832 on behalf of any non-resident member by the original due date of the tax return, then the LLC is responsible for payments of tax on each of its non-consenting non-resident members' distributive share of income. This income is taxed at the members' highest marginal tax rate and is due with Form 568. Use Schedule T, Non-consenting Non-resident Members' Tax Liability (found on Form 568, Side 2) to calculate and report this tax liability.
Our California Limited Liability Company (LLC) package includes:
Preliminary name check & reservation of your business name.
Preparation and filing of your Articles of Organization for a California LLC.
Statement of Information for the filed California LLC.
Certificate of Status (good standing).
LLC Operating Agreement.
Documents filed in 5 to 8 business days.
Name Reservation - As part of the California LLC package deal, you will receive one (1) original California LLC Name Reservation from the Secretary of State which will be good for 60 days.
Articles of Organization - We will draft and file your Articles of Organization with the Secretary of State. Upon approval from the Secretary of State, you will receive one (1) certified stamped copy of your Articles of Incorporation which is required for forming a California LLC.
Statement of Information - We will file your Statement of Information for your California LLC with the Secretary of State, then we will forward you a copy of proof of the filing.
Certificate of Status (good standing) - You will receive one (1) Certificate of Status (good standing) from the Secretary of State which will state that on this day that your corporation was in good standing with the Secretary of State.
Registration fees – Euros 1,900.00
Annual maintenance fees – Euros 1,050.00 (*)
Annual Government License Fee (USD 800) – Euros 560.00
Draft of the Operating Agreement to meet your specific requirements, including business activities – Euros 325.00
Provision of registered offices in California – Euros 680.00/annual
Opening of a corporate bank account – General Disbursements – Euros 870.00
2nd set of certified documents for bank account opening purposes – Euros 275.00
Hand Plier Company Seal – Euros 75.00
DHL delivery of documents – Euros 70.00
(*) 1st year fees will be payable together with incorporation fees.
All documents to be provided notarised and apostilled as per Hague Convention.
The Annual Fees are concerned with the following services:
Annual Statutory Fee, which includes:
- Local incorporation agent to provide you all services relating company matters (registered agent facilities);
- Filing statutory returns with official departments, required, to be the company active and alive;
- Liaison with the registered office and the registered agent in the jurisdiction of incorporation, attending to the payment of the Annual Government License Fees and other government fees;
Annual Compliance Fee, which includes:
- Attending to routine compliance matters (inclusive of periodic file reviews), reviewing official correspondence received and other routine matters incidental to good corporate governance;
- Processing and Return Filing with Internal revenue, Registrar of Companies, and other official departments
NOMINEE SERVICES – OPTIONAL SERVICES
Nominee Services are recommended to those people who wish and require 100% privacy, confidentiality and anonymity as to his relationship with the company. In such case, your name will not appear on the Registrar of Companies, but the nominees’ names. You can however manage the company through a P.O.A., which can be issued as per your own verbiage or ours.
Provision of Nominee Member – 350.00/annual
Provision of Nominee Manager – 750.00/annual
Remark: In case you will contract our Nominee Services, a Power of Attorney (certified and apostilled) will be provided in your name, together with following documents:
- Nominee Services Agreements (Member and Manager Agreements)
- Manager’s Declaration
- Manager’s resignation letter signed and undated
Cost of Power of Attorney – 650.00
VIRTUAL OFFICES IN CALIFORNIA
Full serviced Virtual Office in US, California – a service provided for those who incorporate offshore but simultaneously wish to offer the company a high degree of credibility internationally, and grant that all mail, phone calls and faxes addressed to your company by any entity, client, provider, … will be always received by you. At the address you will notify us for that effect.
- Mailing address with re-forwarding mailing services – 680.00/annual
- Dedicated and exclusive telephone line – 750.00/annual
- Dedicated and exclusive fax line – 550.00/annual
- Set up fee per each fax/phone number – Euros 25.00
You can however select just the services you want – your option
WORLDWIDE CORPORATE BANK ACCOUNTS
International Recommended banks:
ABN AMRO, Hong Kong
Alliance Leicester Commercial Bank, UK
Anglo Irish Bank, Vienna, Austria
AP Anlage & Privatbank AG, Switzerland (Group Parex Bank)
Atlantic International Bank, Belize
Bank of Bermuda Ltd (owned by HSBC), Bermuda
Barclays Bank, Isle of Man and Gibraltar
Credit Suisse, Zurich, Switzerland
Dexia Banque, Luxembourg
FBME Bank Ltd, Cyprus
First Caribbean International Bank, in Turks & Caicos
IndyMac Bank, USA
Lloyds TSB Bank, Isle of Man and Jersey
Loyal Bank, St Vincent & The Grenadines
National Bank of New Zealand, Auckland
NBC Nuevo Banco Comercial, Uruguay, Montevideo
Parex Bank, Latvia
Provident Bank, Belize
Rietumu Bank, Latvia
Standard Bank, Isle of Man, Jersey and Mauritius
If either of these banks or jurisdictions to set up your corporate bank account suits you, we shall be very pleased to assist you.
Our Services before you deal directly with the bank by yourself:
Independent advice to help you to choose the right bank
Support regarding due diligence requirements
Assistance with filling in the required forms
Provision of properly legalized corporate documentation where applicable
Recommending you to the bank based on your individual profile and due diligence documentation
Representing you before the bank in the course of account opening
(a) If extra legalization and/or corporate documents are required by the bank, additional fees apply;
(b) Bank own account opening fees and costs (if any) will be charged from the first deposit to your account;
(c) Bank fees and costs are not included into our bank introduction fees.
(d) Any of the banks above always have their final word, after due diligence processed, by accepting you or not as their customers, depending on their on evaluation; however, you are always free to open your company’s bank account by yourself, with some other bank of your selection.
(1) The above description is not an offer or soliciting to provide financial services of any kind inclusive but not limited to buying any security or investment product or receiving an investment advice from us. Bank fees and account opening terms inclusive due diligence requirements are subject to change from time to time without notice;
(2) After the account has been opened you deal directly with the bank by yourself, entirely at your own risk and at your sole discretion; we may not be responsible for any changes in the legal or financial status, requirements, fees and commissions of the aforesaid Banks.
TIME TO INCORPORATE
Considering all documents will be provided to you duly certified and apostilled, the usual delivery time will be between 8 and 10 working days – if delivery by DHL.
HOW TO START INCORPORATION PROCESS
We only need an email from you, with your order, confirming the required optional services, if any. A Proforma invoice will then be delivered to you with our banking coordinates so that you may settle the payment by swift wire bank transfer.
DOCUMENTS AND INFORMATION REQUIRED
We shall need copy of your passport, ID card or Driver’s License, and full address to send all documents to you. Also 3 – 4 alternative names will be required (ending on suffix LLC) to enable us to make the name search and approval for the company.
Hope all above information meets your requirements and needs, while we shall be at your entire disposal for any question or matter you may wish to discuss with us before taking tour final decision.
OFFSHORE INCORPORATION SERVICES
COMPANY FORMATION & MANAGEMENT SERVICES
TAX PLANNING AND ASSET PROTECTION SOLUTIONS
INTERNATIONAL BUSINESS COMPANIES
PRIVATE LIMITED COMPANIES
LIMITED LIABILITY COMPANIES
LIMITED LIABILITY PARTNERSHIPS
PRIVATE & FAMILY FOUNDATIONS
PANAMANIAN LICENSED FINANCIAL CORPORATIONS
NEW ZEALAND OFFSHORE FINANCIAL INSTITUTIONS
SECURE & CONFIDENTIAL NOMINEE STRUCTURES
INCORPORATION IN EUROPE AND
MAJOR INTERNATIONAL OFFSHORE CENTRES
WORLDWIDE FULL SERVICED VIRTUAL OFFICES