California Secretary of State

California Agent for Service of Process

Every new limited liability company formed in California and every LLC formed outside California that intends to register to do business in California must appoint an agent for service of process, aka resident agent.  New LLCs must designate the agent for service of process in the Articles of Organization, Form LLC-1.

The agent for service of process can be a person or a corporation that has complied with Corp C §17701.13(c).  Before a corporation (domestic or a foreign corporation registered to do business in California) can become an agent for service of process, it must file the certificate required by Corp C §1505 with the California Secretary of State. A general partnership, limited partnership and a limited liability partnership can never be an agent for service of process in Item 4 of Form LLC-1.

If a natural person is the agent for service of process the person must be a California resident.  Corp C §17701.139c). The person’s street address cannot be a post office box, but it can be a residence address or a business address.  The address should never include a c/o or “in care of” because the California Secretary of State will probably reject the Articles of Organization.

By | 2016-12-13T21:20:13+00:00 March 22nd, 2015|Categories: Articles of Organization, California Secretary of State, Formation Issues|0 Comments

California LLC Naming Rules

Question:  What are the rules / statutory requirements for naming a new California limited liability company?

Answer:  The name of a CA LLC:

(1) must not be a name that is “likely to mislead the public” and must be distinguishable in the records of the California Secretary of State from the name of an existing LLC or an LLC name that has been reserved by another party.  Note: Names are not considered distinguishable if the only difference is a limited liability company ending;

(2) must include 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., respectively;

(3) may not contain the words bank, trust, trustee, incorporated, inc., corporation, or corp.; and

(4) must 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.

If the Articles of Organization for a new LLC has a name that does not satisfy all of the above CA LLC naming requirements the California Secretary of State will reject the Articles of Organization.

See California Corporations Code Section 17701.08 and 17708.05.  An LLC name is reserved pursuant to California Corporations Code Section 17701.09 using the Secretary of State’s Name Reservation form.

Operating Agreement Filed with California Secretary of State

Question:  Do California LLCs have to file their Operating Agreement with the California Secretary of State?

Answer:  No.  California LLC law does not require a California LLC to have an Operating Agreement.  Nor does the law require California LLCs that have an Operating Agreement to file the Operating Agreement with the California Secretary of State.  If a California LLC attempted to file its Operating Agreement with the California Secretary of State it would be rejected.

By | 2015-02-25T20:02:23+00:00 June 19th, 2014|Categories: California Secretary of State, FAQs, Operating Agreements|0 Comments