California Corporation & LLC Filing Requirements

Disclaimer

SmallBiZ.com is not associated in any way, either directly or indirectly with any local, state, or federal governmental agency. Below is the state governmental agency info which handles corporation filings. You can download any of the state's filing forms for free directly from the state's website and do not have to use SmallBiZ.com to file them with the state. For more information, see the SmallBiZ Filing Service.

We are providing the following for informational purposes only, which should not be a replacement for the advice of those licensed to give tax and legal advice. Further, although we make every effort to keep the information up-to-date, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you encounter to us by CLICKING HERE (please include state and defective link in your report).

Post Filing – General Info

 

Agencies

 

Secretary of State

Corporation/LLC Section
1500 11th Street
Sacramento, CA 95814
(916) 653-6814

http://www.sos.ca.gov/business/

 

Franchise Tax Board
If you have questions regarding business taxes, need additional tax forms, or want to communicate with your state's tax division, here is the agency's contact information.

PO Box 942840
Sacramento, CA 94240-0040

1-800-338-0505 Automated Service (inside the U.S.)

1-800-852-5711 (inside the U.S.)

(916) 845-6500 (outside the U.S.)
http://www.ftb.ca.gov/businesses/index.shtml

 

California Small Business Assistance Center

http://www.taxes.ca.gov/Small_Business_Assistance_Center/index.shtml

A web portal with links to various state government agencies. They include these areas:

-      Permits and Licenses

-      Seller's Permit

-      Payroll Tax

 

California State Statues

Here are the actual state statues for California concerning entities.  Click on the appropriate link:

Corporations, LLCs and Partnerships, click here.

Professional Corporations, including list of professions, click here.

 

Business Licensing

State Licensing – Most state licensing is occupational related, that is if the occupation (purpose) is licensable because it is a profession (i.e. dentist, attorney, accountant, etc.), especially if the entity is a professional entity (i.e. Professional corporation or PLLC).  For more details, check out the links above in the California Small Business Assistance Center.

Local/Municipal Licensing – Business licensing on this level is usually related to location (where is the business located).  Check with your City Clerk or in the case of smaller towns, County Clerks office for more details.

 

Statement of Information

 

For Corporations

Every domestic stock corporation shall file either Form SI-200 C (for initial filing or changes to previous statement) or Form SI-200 N/C (for annual filing when no changes are being reported) with the Secretary of State, within 90 days after the filing of its original Articles of Incorporation, and then annually by the last day of the twelfth month from the filing date. The fee for filing the initial or annual Statement of Information is $20 plus a $5 disclosure fee (domestic stock corporations only), for a total of $25, made payable to the Secretary of State. Failure to pay by required date will result in a $250 penalty.


PLEASE NOTE:  Statements of Information can be filed online instantly vs. about three months by paper (whether mailed or filed in person).  See Corporations area for more details.

 

For LLCs

Every limited liability company must file Form LLC-12 for initial filing or changes to previous statement; as well as for biennial filing or when no changes are being reported. The fee for filing the initial (within 90 days of organization) or biennial Statement of Information is $20, made payable to the Secretary of State. Failure to pay by required date will result in a $250 penalty.  No fee is needed for changes submitted on Form LLC-12 when Initial or Biennial SOI is not due.


PLEASE NOTE:  The state is currently taking almost four months to process Statements of Information (whether mailed or filed in person).  There is no online filing option for LLC’s

 

Management Requirements

 

For Corporations

-       Directors: One or more; No residence requirements; no age requirements; Initial Directors are not required to be listed on the Articles of Incorporation, so they are stated by a separate election or appointment by incorporator.

-       Officers are not required to be listed on Articles.

-       Stock - Number of shares (listed on articles) or par value does NOT alter filing fees or annual fees

-       Regular corporations must hold an annual meeting of directors & annual meeting of shareholders

 

For LLCs

-      Must have at least one Member.

 

 

Record Keeping Requirements


For Corporations 

The following are required to be kept in your records:

-      Articles of incorporation and all amendments;

-      Current bylaws;

-      Minutes of shareholders' meetings;

-      Records of shareholders' actions taken without a meeting;

-      Written communications to shareholders within past three years;

-      List of names and business addresses of current directors and officers;

-      Any agreements among shareholders

 

For LLCs


 

-       The state of California does not have any requirements for limited liability companies to maintain anything similar to corporate records

 
 

  

Corporations 

 

Annual Filing Requirements

 

Annual Statement of Information

Fee:

 The fee for filing the annual Statement of Information is $20 plus 
 a $5 disclosure fee (domestic stock corporations only), for a total 
 of $25, made payable to the Secretary of State. Failure to pay by 
 required date will result in a $250 penalty.

 

 

 

Forms:

 Form SI-200 C - For annual filing with changes to previous
 statement) 

 Form SI-200 N/C - For annual filing when no changes are being
 reported)

 Online Filing - For Annual Statement of Information

 

Due Date:

Annually by the last day of the anniversary month of the initial filing date.

 

Corporation Franchise Tax

Tax:

 Both C and S Corporations are subject to franchise taxes.

 

 The franchise tax is actually a tax of net income and the rate is 
 8.84% of net income for corporations. S corporations must pay the
 franchise tax at a rate of 1.5% of net income.
California imposes a
 minimum franchise tax of $800.

 

 NOTE: New corporations are subject to the above tax rate with no
 minimum tax the first year.

 

 

Forms:

 Form 100 - California Corporation 2012 Franchise or Income Tax 
 Return (Form 100 Instructions
)
 Form 100S - California S Corporation 2012 Franchise or Income Tax
 Return (Form 100S Instructions)

 Index of Forms - California Corporation Taxpayer Forms 1994-2012

   

Due Date:

Franchise tax is due the 15th day of the 3rd month for the previous year's tax year, or March 15th for calendar year filing.

 

 

Limited Liability Companies


 

Annual Filing Requirements

 

LLC Biennial Reports

Fee:
The fee for filing the biennial Statement of Information is $20, made payable to the Secretary of State. Failure to pay by required date will result in a $250 penalty.
 
Forms:
Form LLC-12 -For initial filing ($20), or changes to previous statement ($0), biennial filing ($20), even when no changes are being reported.
 
Due Date:
Due every other year by the last day of the anniversary month of the initial filing date. The initial filing is due within 90 days after filing the articles of organization.
 

LLC Franchise Tax Returns

Tax:
All LLCs are subject to the $800 minimum franchise tax (even those filing taxes as a disregarded entity).
 
Forms:
Form 568 - 2012 Limited Liability Company Return of Income (Form 568 Booklet)
Form 565 - 2012 Partnership Return of Income (Form 565 Booklet)
Form FTB 3522 - 2012 LLC Tax Voucher
Index of Forms - California Corporation Taxpayer Forms 1994-2012
 
Due Date:
First annual tax payment is due on the 15th day of the 4th month after the filing date. Each year's subsequent filing is due on the 15th day of the 4th month of the end of the tax year, or April 15th for calendar year filing. So, if you filed a new LLC on November 10th, the following year you would owe $800 on March 15th and another $800 on April 15th.