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California Corporate Requirements

Name: Must contain the words “limited liability company” or “limited company,” or the abbreviations “L.L.C.” or “L.C.,” or the designations “LLC” or “LC” as the last words of the name of every limited liability company formed under the provisions of this chapter. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “Co.” Omission of the words “limited liability company” or “limited company,” the abbreviations “L.L.C.” or “L.C.,” or the designations “LLC” or “LC” in the use of the name of the limited liability company shall render any person who knowingly participates in the omission, or knowingly acquiesces in the omission, liable for any indebtedness, damage, or liability caused by the omission. Names cannot be reserved.

Capital / Shares: The contributions to capital of a member to the limited liability company may consist of cash or other property, promissory notes or services rendered or to be rendered.

Registered Office / Agent: The LLC must have an authorized “resident agent” with a California State address.

Managers/ Members: An LLC may be managed by its members (owners) or by selected managers. If the LLC is to be managed by its members, it operates much like a partnership. Member management is the normal default rule of state law. This means that if managers are not selected in the articles of organization, the members will direct the affairs of the LLC.

Operating Agreement: After the articles of organization are filed, the LLC should have an organizational meeting where an operating agreement is adopted. This agreement contains any other provisions, which the members elect to set out for the regulation of the internal affairs of the limited liability company. A standard Operating Agreement would include: the domicile, object, duration, names and details of managers and members, duties and responsibilities of the managers and members, voting rights and contributions of capital, among other important matters in the business affairs of the LLC. The Operating Agreement is not a matter of public record.