LIMITED LIABILITY COMPANIES IN CALIFORNIA

     One of the main benefits of an LLC is that its members, like the shareholders of the Corporation, are typically not liable for the LLC's debts except under circumstances similar to the legal theory of piercing the corporate veil to make the shareholders liable for the debts of the Corporation as its alter ego.

     Owners of LLCs are called "Members." An LLC may be owned, in most states, either by a single member or by more than one member. If it is owned by one person, a sole proprietor, it is taxed as a sole proprietorship. If it is owned by one legal entity, such as one corporation, then, for tax purposes, the separateness of the entities is disregarded. If the LLC is owned by more than one member it can be taxed as a partnership.

     The members may be persons, corporations, partnerships, trusts, other LLC's, or any other type of legal entity. Unlike "S" corporations, there are no citizenship or residency requirements for members. The LLC can be operated by the members themselves, or by their designees who are called "Managers."

     Another substantial benefit of an LLC is that, in most states, the failure to hold or to observe formalities or meetings would not be a factor in determining personal liability of a member unless such meetings were expressly required in the company's "Operating Agreement." The Operating Agreements for the LLC's we form are carefully drafted to exclude any requirement of formalities or meetings to minimize the member's personal liability.

     Thus, it would be highly beneficial for a sole proprietor simply to form a Limited Liability Company so that the sole proprietor will no longer be personally liable for his or her company's debts. Similarly, a Corporation or other legal entity might choose to form an LLC for a specific project, thus avoiding personal financial exposure to possible risks of the project.

 Every Corporation and every Limited Liability Company must have a "Registered Agent." The Registered Agent is also sometimes referred to as the "Agent for Service of Process." They are one and the same. The main job of the Registered Agent is to accept service of process (lawsuits) on behalf of your corporation or LLC. If you have an address and live in the home state of your corporation or LLC, then, with few exceptions, you can be the Registered Agent yourself. 

     Some people prefer having their attorney or someone else act as their Registered Agent." If you desire, with our law firm will act as your Registered Agent in California for California corporations, California Limited Liability Companies, and foreign corporations and LLCs qualified to do business in California. .

  If you retain our law firm to assist you with the formation of your Limited Liability Company we will do the following: 

1. Research company name availability.
2. Prepare and File your Articles of Organization.
3. Pay the Secretary of State the required fee for filing Articles.
4. Prepare your company's Operating Agreement "ready for signature."
5. Prepare your company's Organizational Resolutions "ready for signature."
6. Prepare the company's Membership Roll and Alphabetical Listing of Members.
7. Prepare your company's Federal Application for Tax ID Number "ready for signature."
8. Obtain your company's minute book and seal and put all the papers together for you. You will know where to sign because every place requiring a signature will be marked with a "Sign-Here Sticker."
9. Be available to  answer all of your questions.

  Call us to assist you with the organization, operation, or dissolution of any LLC. We form LLCs in California, Nevada and all other states.

Don D. Nelson, Certified Public Accountant. Attorney at Law
U.S. Phone (949) 481-4094   U.S. Fax (949)218-6483
Email: ustax@hotmail.com  or  email web form

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Don Nelson, Attorney, CPA - LLC Expert