Common questions about California LLCs and corporations

The Secretary of State's fee for Articles of Organization is $70. The first Statement of Information is $20. The Franchise Tax Board's annual tax is generally $800 a year, with the first-year rules it lists. Read the formation guide.

The Secretary of State's fee for Articles of Incorporation for a stock corporation is $100. The Statement of Information is $25. The Franchise Tax Board says a new corporation does not pay the $800 minimum tax in its first year, though tax on income can still apply. Read the formation guide.

Yes. The Secretary of State says corporations and LLCs are required by statute to designate an agent for service of process. Read the formation guide.

The Secretary of State posts its current processing dates on its website. Read the formation guide.

The Franchise Tax Board calls the $800 the annual tax. Its first-year exemption covered only tax years beginning in 2021 through 2023. Its what's new page lists a first-year LLC tax of $400 instead of $800 for taxable years beginning in 2027 through 2029. Read the $800 tax guide.

The Franchise Tax Board says of the LLC annual tax: "This yearly tax will be due, even if you are not conducting business, until you cancel your LLC." Read the $800 tax guide.

The Franchise Tax Board says newly incorporated or qualified corporations are not required to pay the minimum franchise tax in their first year. Tax on income can still apply. Read the $800 tax guide.

No. The Statement of Information fee goes to the Secretary of State. The $800 tax is paid separately to the Franchise Tax Board. Read the $800 tax guide.

California's filing is called the Statement of Information. A stock corporation files it every year, and an LLC files it every two years, with the Secretary of State. Read the Statement of Information guide.

It is the first Statement of Information a new company files. The Secretary of State says it is due within 90 days of the company's first registration. Read the Statement of Information guide.

The Franchise Tax Board lists the penalty as $250 ($50 for exempt organizations). The Secretary of State says a late filer first gets a notice of delinquency, and the Franchise Tax Board is told if nothing is filed within 60 days after that notice. Read the Statement of Information guide.

The Secretary of State warns that some private companies mail offers made to look like its form. It says they are not affiliated with any government agency and that no business is required to use another company to file with its office. Read the Statement of Information guide.

The Franchise Tax Board says businesses are generally suspended when they fail to file a return or pay taxes, penalties, fees or interest. It says a suspended business loses its rights, powers, and privileges to do business in California. Read the suspension guide.

The Franchise Tax Board lists three steps: file every past-due tax return, pay everything owed, and send a revivor request. Corporations use form FTB 3557 BC and LLCs use form FTB 3557 LLC. Read the suspension guide.

The Franchise Tax Board says a suspended business loses its rights, powers, and privileges to do business in California, and it lists legally closing or dissolving the business among the things a suspended business cannot do. Read the suspension guide.

The Franchise Tax Board lists its own revival steps: filing past-due returns, paying what is owed and sending a revivor request. It also says a business can be suspended by both offices at the same time. Read the suspension guide.

Yes. Corporations Code section 1500 says each corporation shall keep minutes of the proceedings of its shareholders, board and committees of the board. Read the annual minutes guide.

No. The Secretary of State says annual meeting minutes are not filed with its office. Read the annual minutes guide.

The Secretary of State says some private companies mail offers to prepare annual minutes, and that they are in no way affiliated with the Secretary of State or any other government agency. Read the annual minutes guide.

FTB Publication 3556 lists paying the $800 annual tax for the tax year of the final return as one of the steps that stops the tax for later years. The others are filing the final return on time, doing no business in California after that year, and filing the cancellation within 12 months of the final return. Read the closing guide.

The Franchise Tax Board says an LLC is not subject to the annual tax and fee if it did not do any business in California during the tax year and its tax year was 15 days or less. Read the closing guide.

The Secretary of State lists no filing fee for its ordinary dissolution and cancellation documents. Taxes, penalties and interest owed to the Franchise Tax Board are separate. Read the closing guide.

The Secretary of State lists an Amendment to Articles of Organization, form LLC-2, for changing an LLC's name. The fee is $30, and it can be filed online on bizfile Online. Read the name change guide.

The IRS new EIN page lists a name change among the changes that do not need a new EIN for a corporation, partnership or LLC. The IRS business name change page also says "in some situations a name change may require a new Employer Identification Number (EIN) or a final return," and points to IRS Publication 1635. Read the name change guide.

It means the agent is ending its role as the business's agent for service of process. The agent resigns by filing form RA-100, the Resignation of Agent for Service of Process, with the Secretary of State. Read the resigned agent guide.

The Secretary of State says businesses must file a new Statement of Information when their agent for service of process resigns or is no longer valid. Read the resigned agent guide.