California LLC Limited Liability Company
LLCs offer most new business owners the right balance of liability protection and management flexibility.
Since 1980 business owner’s have relied on A People’s Choice to help create their California LLCs, also known as a California Limited Liability Company.
Our service includes preparation of your Articles of Organization, Operating Agreement and Transfer Ledger, as well as two Member Certificates.
Based on popular demand, we also provide a low cost registered agent service to help maintain your privacy and prevent your personal information from becoming public record.
- Two members required: Unlike a corporation, which can have as few as one shareholder, most states require that an LLC consist of two or more members (owners). Recently, however, more states are allowing single -member LLCs. Please note, the IRS may treat a single-person LLC differently than an LLC with more than one member.
- Separate legal entity: Like limited partnerships and corporations, an LLC is recognized as a separate legal entity from its “members.”
- Limited liability: Ordinarily, only the LLC is responsible for the company’s debts, thus shielding the members from personal liability. However, there are some exceptions where individual members may be held liable.
- Guarantor liability: Where a LLC member has personally guaranteed the obligations of the LLC, he or she will be liable. For example, where an LLC is relatively new and has no credit history, a prospective landlord about to lease office space to the LLC will most likely require a personal guarantee from the LLC members before executing such a lease.
- Alter Ego liability: Very similar to the judicial doctrine applied to corporations where a court may hold the individual shareholders liable where the business entity is merely the “alter ego” of its shareholders, a member of a LLC may also be held liable for the LLC’s debts if the court imposes its “alter ego liability” doctrine. (Please note, however, that although a corporation’s failure to hold shareholder or director meetings may subject the corporation to alter ego liability, this is not the case for LLCs in California. An LLC’s failure to hold meetings of members or managers is not usually considered grounds for imposing the alter ego doctrine where the LLC’s Articles of Organization or Operating Agreement do not expressly require such meetings.
- Voting interest: Ordinarily, voting interest directly corresponds to interest in profits, unless the articles of organization or operating agreement provide otherwise.
- Transferability: No one can become a member of a LLC (either by transfer of an existing membership or the issuance of a new one) without the consent of members having a majority in interest (excluding the person acquiring the membership interest) unless the articles of organization provide otherwise.
- Duration: Although many states now allow a LLC to have a perpetual existence, LLCs traditionally were required to specify the date on which the LLC’s existence would end. In most cases, unless otherwise provided in the articles of organization or a written operating agreement, a LLC is dissolved at the death, withdrawal, resignation, expulsion, or bankruptcy of a member (unless within 90 days a majority in both the profits and capital interests vote to continue the LLC).
- Formalities: The existence of an LLC begins upon the filing of the Articles of Organization with the Secretary of State. The articles must be on the form prescribed by the Secretary of State. Among the required information on the form is the latest date at which the LLC is to dissolve and a statement as to whether the LLC will be managed by one manager, more than one manager, or the members.
- Operating Agreement: To validly complete the formation of the LLC, members must enter into an Operating Agreement. This Operating Agreement may come into existence either before or after the filing of the Articles of Organization and may be either oral or in writing.
Common questions about LLCs
Most people choose a competent family member or close friend, but depending on the complexity of your finances you might ask your lawyer, business partner, or banker to serve as attorney-in-fact.
If you really know and trust the person, it’s most likely a good option.
Our flat fees cover all document preparation as specifically outlined in our Contract For Services. Our flat fees always include a courtesy allocated amount of communication via email. This allocation should adequately cover most client’s email needs. Our business strategy in offering competitive pricing is based on our volume of document preparation. We understand that clients will have questions, and we want our clients to be informed about their legal process. When approaching us with questions, clients should try to be thoughtful, and consider including multiple questions within each email. We do recognize that some customers have special needs. Therefore, to provide a cost-effective solution for everyone, if a client exceeds the allotted number of emails offered for their particular type of legal proceeding, emails that exceed a client’s allotment will be charged.
Customers can typically expect a swift response, even after hours and on the weekends, although we do not “guarantee” a specific after-hours email response time. This program allows complete customer control over their overall legal fees. In addition, it has allowed us to keep our fees at “rock bottom” prices for those extremely price-conscious consumers; while maintaining flexibility and convenience for those customers who want to pay for that extra service.
A People’s Choice has been in the legal document preparation business for over 40+ years. Unlike many other companies who hide in internet obscurity, we provide our toll-free and local telephone numbers as well as our address on our website. We are not attorneys, and we do not provide legal advice; however, we do provide exceptionally high quality legal document preparation services unsurpassed by any other company on the internet, and we take pride in our long-term reputation.
Yes. The business address must be within the state in which you are incorporating. If you are using the registered agent’s address, that will be the address for the business place.
Corporations are formed pursuant to state law and have shareholders, are managed by a board of directors, and the daily affairs are administered by officers. Similarly, a limited liability company (LLC) has members and may be managed by one or more managers. Most often, both entities must pay franchise taxes, but may have different federal tax liabilities.
Generally, most people form corporations or limited liability companies to shield the shareholders or members and officers or managers from personal liability for the debts and obligations of the entity. There may also be various tax advantages to forming these entities which may not be available for a sole proprietorship or general partnership.
This office cannot provide information as to whether a person should incorporate or form a limited liability company or a partnership. If you are contemplating forming any of these entities you should consult with private counsel about your individual situation.
Individuals and unincorporated entities that regularly conduct business using an assumed name (often called a DBA ) must file an assumed name certificate with the county clerk in each county in which business premises are maintained. If corporations, limited liability companies or limited partnerships (entities created by filing with the secretary of state) do business with a name that is different from the name in the organizational documents, they must file assumed name certificates in the county or counties where the registered office and the principal office are located, and must also file with the secretary of state.
If you plan on opening a bank account under your corporate name, most banks will require that your corporation have a Federal Employers’ Identification Number.
A Federal Tax Identification Number (also known as a “95 Number” or “EIN Number” ) is a number assigned to a corporation or LLC by the Federal Government for purposes of taxation. The Federal Tax ID Number is to a corporation or LLC as a Social Security Number is to an individual. Most banks require that a corporation or LLC obtain a Federal Tax Identification Number as a prerequisite to opening a bank account regardless of whether the company will have employees. This office can prepare your Federal Tax Identification Number Application (IRS form SS4) at your request. Once you receive the prepared application from our office, you may contact the IRS with the completed form and obtain the actual “95 Number” over the telephone in just minutes!
A Corporation’s “Articles of Incorporation” is the main filing document which begins the corporation’s existence under state law. Once filed, the corporation comes into existence.
The level of complexity for a corporation’s Articles of Incorporation can range from very simple to extremely complex. Generally, most jurisdictions require Articles of incorporation to contain, at a minimum, information about the corporate name, the registered agent, and the corporation’s business address. Requirements vary by state.
The registered agent for Service of Process is a person designated by your corporation to accept service of civil documents on behalf of the corporation. They must have an address within the state of incorporation. Anyone who has a street address (NO PO BOXES) within the state of incorporation may act as a registered agent for the corporation. A People’s Choice can act as the registered agent for service for your California corporation or LLC for a low, annual fee.
“I found A People’s Choice to be the perfect solution for creating my new business. They are experienced, knowledgeable and reasonably priced. I’d definitely use them again!!!!”