Fill - Free fillable Instructions for Completing Form LLC-1 Articles of Organization PDF form

Instructions for Completing Form LLC-1

Articles of Organization

To form a limited liability company (LLC), complete the Articles of Organization (Form LLC-1). Before submitting the

completed form, you should consult with a private attorney for advice about your specific business needs. Operating

Agreements are to be maintained by the LLC and are not filed with the California Secretary of State.

Fees:

• Required Filing Fee: A $70.00 filing fee is required to file these Articles of Organization (Form LLC-1).

• Faster Service Fee:

o Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver in person

(drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority

service over documents submitted by mail. The special handling fee is not refundable whether the document is

filed or rejected.

o Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a

guaranteed timeframe for a nonrefundable fee in lieu of the counter drop off fee. For detailed information about

this faster processing service through our Preclearance and Expedited Filing Services, go to

www.sos.ca.gov/business/be/service-options.

o Counter and guaranteed expedite services are available only for documents delivered in person (drop off) to our

Sacramento office.

Copies: Upon filing, we will return one (1) plain copy of your filed document for fee, and will certify the copy upon request

and payment of a $5 certification fee. To obtain additional copies or certified copies of this filed Articles of Organization,

include payment for copy fees and certification fees at the time the Articles of Organization is submitted. Additional copy

fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional $5.00

certification fee, per document.

Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by

mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or

MasterCard).

Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.

If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Articles of

Organization (Form LLC-1) as follows:

Item Instruction Tips

1. List the proposed LLC name. The proposed

name:

• Must include LLC, L.L.C., Limited Liability

Company, Ltd Liability Company, or Ltd

Liability Co. If one is not provided, “LLC”

will be added to the end of the LLC name

when processed;

• May not include the words: bank, trust,

trustee, incorporated, inc, corporation, or

corp;

• May not include the words: insurer,

insurance company, or any other words

suggesting that the LLC

is in the

business of issuing policies of insurance

and assuming insurance risks; and

• Must be distinguishable from all other

active foreign and domestic LLCs.

• For general LLC name requirements and restrictions or

for information on reserving an LLC name prior to

submitting Form LLC-1, go to

www.sos.ca.gov/business/be/name-availability.

• A name reservation is not required to submit Form

LLC-1.

• A preliminary search of LLC names already of record can

be made online through our Business Search at

kepler.sos.ca.gov. Please note: The Business Search is

not intended to serve as a name availability search. For

information on checking or reserving a name, refer to the

name availability link above.

LLC-1 Instructions (REV 06/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

2a. Enter the street address, city and zip code

of the LLC's initial designated office in

California. The designated office is where

copies of the organizational documents,

operating agreement financial and other

business records must be kept.

• The designated office need not be the place of the LLC's

activity in California. (Section 17701.13.)

• Do not enter a P.O. Box address or abbreviate the name

of the city.

2b. Enter the complete mailing address, city,

state and zip code of the LLC if different

from Item 4a.

• This address will be used for mailing purposes and may

be a P.O. Box

• Do not abbreviate the city.

3a. & 3b.

If Individual Agent: Enter the name and

street address of the individual agent for

service of process in California.

If an individual is designated as the agent,

complete Items 3a and 3b and proceed to

Item 4, leaving Item 3c blank.

• An Agent for Service of Process is responsible for

accepting legal documents (e.g. service of process,

lawsuits, subpoenas, other types of legal notices etc.) on

behalf of the LLC.

• There are two types of Agents that can be named:

- an individual (manager, member or any other

individual) who must reside in California with a

physical California street address; or

- a registered corporate agent qualified with the

California Secretary of State.

• Many times, a small LLC will designate a member or

manager as the agent for service of process.

• The individual agent should be aware that the name and

the physical street address of the agent for service of

process is a public record, open to all (as are all the

addresses of the LLC and its managers or members

named in filings.)

3c.

If naming a Registered Corporate Agent:

Enter the name of the registered corporate

agent exactly as registered in California,

complete Item 3c and proceed to Item 4

(do not complete Items 3a and 3b).

• Before a corporation is designated as agent for the LLC,

that corporation must have a current agent registration

certificate on file with the California Secretary of State

pursuant to Section 1505

, stating the address(es) of the

registered corporate agent and the authorized employees

that will accept service of process of legal documents and

notices.

• No California or foreign corporation may register as a

California corporate agent unless the corporation

currently is authorized to engage in business in California

and is in good standing on the records of the California

Secretary of State.

• Provide your Registered Corporate Agent’s exact name

as registered with the California Secretary of State.

4. Check the applicable box to indicate if the

LLC will be managed by "one manager,"

"more than one manager" or "all limited

liability company member(s)."

Only one box may be checked.

• Every LLC is required to have at least one member. If

no manager is appointed or elected, all members are

managers.

• A member(s) is the owner of the company similar to a

shareholder(s) in a corporation.

5. The statutory purpose statement is required

to be set forth exactly and must not be

altered.

LLC-1 Instructions (REV 06/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

• Form LLC-1 must be signed by each

person responsible for forming the LLC

(i.e. the organizer(s))

indicating the

information is true and correct.

•

Type or print the name of the

organizer(s).

• All attachments must be clearly marked

as an attachment to the Form LLC-1 and

must be on one side of a standard letter-

sized piece of paper (8 1/2" x 11"). All

attachments are part of Form LLC-1.

• The person signing Form LLC-1 (i.e. the organizer(s))

need not be a member or manager of the LLC.

• If there is more than one organizer and you need more

space for signatures, place the additional signatures on

an attachment to Form LLC-1. Multiple signed Form

LLC-1s will be returned without being filed.

• If Form LLC-1 is signed by a business entity, the person

who signs on behalf of the entity should note their name

and position/title and the entity name. Example: If a

limited liability company ("Smith LLC") is the organizer,

the signature of the person signing on behalf of the Smith

LLC should be reflected as Joe Smith, Manager of Smith

LLC, Organizer.

• If Form LLC-1 is signed by a trust, the trustee should

sign as follows:______________ , trustee for ______________

trust (including the exact name of the trust and date of

the trust, if applicable). Example: Mary Todd, trustee of

the Lincoln Family Trust (U/T 5-1-1994), Member.

Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,

including the copy of the filed document, complete the Mail Submission Cover Sheet. For the Return Address: enter the

name of a designated person and/or company and the corresponding mailing address. Please note the Mail Submission

Cover Sheet will be treated as correspondence and will not be made part of the filed document.

Where to File: Completed forms along with the applicable fees can be mailed to Secretary of State, Business Entities

Filings, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person (drop off) to the Sacramento office, 1500

11th Street, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or

blue ink.

Note: Within 90 days after filing Form LLC-1 and every two years thereafter during the applicable filing period, a

Statement of Information (Form LLC-12) must be filed with the California Secretary of State. The applicable filing period

is the calendar month in which the Form LLC-1 was filed and the immediately preceding five calendar months. For more

information please visit www.sos.ca.gov/business/be/statements/help.

Legal Authority: Statutory filing provisions are found in Section 17702.01, unless otherwise indicated. LLCs may not

provide “professional services”, as defined by Sections 13401(a) and 13401.3. All statutory references are to the

California Corporations Code, unless otherwise stated.

Annual Minimum Tax ($800): Filing Form LLC-1 will obligate most LLCs to pay an annual minimum $800 tax to the

California Franchise Tax Board. For more information about taxes, go to https://www.ftb.ca.gov.

LLC-1 Instructions (REV 06/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

Secretary of State

Business Programs Division

Business Entities, P.O. Box 944228, Sacramento, CA 94244-2280

Mail Submission Cover Sheet

Instructions:

• Submit this document with your filing. This information will be used to resolve questions with the filings

attached. This form will be treated as correspondence and will not be made part of the filed document.

• Make all checks payable to the Secretary of State.

• Do not include a $15 counter fee when submitting documents by mail.

• Standard processing time for submissions to this office is approximately 5 business days from receipt. All

submissions are reviewed in the date order of receipt. For updated processing time information, visit

www.sos.ca.gov/business / be / processing-times.

Optional Copies and Certificates:

• A customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the

documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee.

• Customers requesting additional copies must include a $1.00 for the first page and $.50 for each additional page.

Each certified copy requires an additional $5.00 certification fee.

• At the time of filing, a Certificate of Status/Good Standing may be requested with a payment of a $5 fee.

Contact Person to resolve questions with this filing:

(Please type or print legibly)

First Name: __________________________________________________ Last Name: _______________________________________________

Phone: ______________________________________________________

Entity Information: (Please type or print legibly)

Name: __________________________________________________________________________________________________________________

Entity Number (if applicable): _____________________________________

Comments: _____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

Return Address: For written communication from the Secretary of State related to this document, or if

purchasing a copy of the filed document enter the name of a person or company and the mailing address.

Name:





Company:

Address:

City/State/Zip:  

Secretary of State Use Only

T/TR:

AMT REC’D: $

Doc Submission Cover - OBE (Est. 06/2016)

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Secretary of State

Articles of Organization

Limited Liability Company (LLC)

LLC-1

This Space For Office Use Only

IMPORTANT — Read Instructions before completing this form.

Filing Fee - $70.00

Copy Fees - First plain copy free; Additional copies: First page $1.00 & .50 for each

attachment page; Certification Fee - $5.00

Important! LLCs may have to pay an annual minimum $800 tax to the California

Franchise Tax Board. For more information, go to https://www.ftb.ca.gov.

1. Limited Liability Company Name (See Instructions – Must contain an LLC ending such as LLC or L.L.C. “LLC” will be added, if not included.)

2. Business Addresses

a. Initial Street Address of Designated Office in California - Do not list a P.O. Box

City (no abbreviations) State

Zip Code

b. Initial Mailing Address of LLC, if different than item 2a

City (no abbreviations) State Zip Code

3. Agent for Service of Process

Item 3a and 3b: If naming an individual, the agent must reside in California and Item 3a and 3b must be

completed with the agent’s name and complete California street address.

Item 3c: If naming a California Registered Corporate Agent, a current agent registration certificate must be on file

with the California Secretary of State and Item 3c must be completed (leave Item 3a-3b blank).

a. California Agent's First Name (if agent is not a corporation)

Middle Name Last Name

Suffix

b. Street Address (if agent is not a corporation) - Do not list a P.O. Box

City (no abbreviations)

State

Zip Code

c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 3a or 3b

4. Management (Select only one box)

The LLC will be managed by:

One Manager More than One Manager All LLC Member(s)

5. Purpose Statement (Do not alter Purpose Statement)

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 California Revised Uniform Limited Liability Company Act.

6. The Information contained herein, including in any attachments, is true and correct.

_____________________________________________________________ __________________________________________________________

Organizer sign here Print your name here

LLC-1 (REV 06/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

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