Registration and Filing Requirements for Partnerships and LLCs in California

To set up your business as a partnership or limited liability company (LLC) in California, you need to file certain forms with the California Secretary of State. The filing requirements depend on the type of legal entity you are forming.

First, you should check whether the name you have chosen for your partnership or LLC is available. According to the California Secretary of State you can do this by mailing a Name Availability Inquiry Letter. There is no fee for this service. If you frequently check name availability, you could set up a prepay priority telephone service, paying a deposit and fee.

If you need time to file the forms necessary to set up your partnership or LLC, you can reserve a name for up to 60 days by filing a Name Reservation Request. There is a $10 fee for filing this form.

According to the California Secretary of State, registering a general partnership in California is optional. You can file Form GP-1, Statement of Partnership Authority, with the California Secretary of State. There is a $70 fee for filing this form. Or you could record your partnership agreement at the county recorder's office in the county where your general partnership is located. You can look up California County Websites on the California Secretary of State website.

To form a limited partnership you are required to file Form LP-1, Certificate of Limited Partnership. The filing fee is $70. According to the California Franchise Board, a limited partnership does not pay state income tax. The earnings are passed through to the partners. But a limited partnership is required to pay a minimum annual franchise tax of $800 on Form 565, Partnership Return of Income.

To form a limited liability partnership, you must file Form LLP-1, Application to Register a Limited Liability Partnership. The application fee is $70. A minimum annual franchise tax of $800 is also required for this type of partnership and Form 565 must be filed annually.

To form a limited liability company (LLC) in California, you must file Form LLC-1, Articles of Organization. The filing fee is $70 and an LLC must also pay a minimum annual franchise tax of $800 and file Form 568.

For an out-of-state or out-of-country (foreign) partnership or LLC to transact business in California, the entity must register with the California Secretary of State.

The foreign entity must file the applicable Application to Register (Form LP-5 for a limited partnership, Form LLP-1 for a limited liability partnership, and Form LLC-5 for an LLC). The fee for filing each one of these applications is $70. And a certificate of good standing or similar record issued by the jurisdiction under which the entity is organized must be attached.

All LLCs formed in California and foreign LLCs registered in California must file information statements after they are formed or registered. These statements must be filed within 90 days after filing their Articles of Organization or Application for Registration. And this form must be filed biennially thereafter. The fee for filing this form is $20. You should file Form LLC-12, Statement of Information, if it is your first statement or if there have been changes since your last statement. If there have been no changes, you should file Form LLC-12R.

Sources:

California County Websites, California Secretary of State

Form 565, Partnership Return of Income

Form 568, Limited Liability Company Return of Income

Form GP-1, Statement of Partnership Authority

Form LLC-1, Articles of Organization

Form LLC-5, Application to Register a Foreign Limited Liability Company (LLC)

Form LLC-12, Statement of Information

Form LLC-12R, Statement of Information

Form LLP-1, Application to Register a Limited Liability Partnership

Form LP-1, Certificate of Limited Partnership

Form LP-5, Foreign Limited Partnership Application for Registration

Frequently Asked Questions, California Secretary of State

Limited Liability Company, California Franchise Tax Board

Limited Liability Partnership, California Franchise Tax Board

Name Availability, California Secretary of State

Name Availability Inquiry Letter, California Secretary of State

Name Reservation Request, California Secretary of State

Partnership, California Franchise Tax Board