California LLC San Diego Summary
Operating a business as a California LLC combines the best parts of partnerships and corporations:
• Limiting personal liability against claims from lawsuits and creditors;
• Raising capital from investors by issuing membership interests;
• Passing through profits and losses to members, thus avoiding double taxation;
• Reducing self-employment taxes for shareholders earning wages; and
• Flexible structuring of management and ownership with minimal formal governance.
All California limited liability company formations by San Diego Corporate Law include attorney-drafted articles of organization and operating agreement, federal EIN application, and company records book with membership certificates.
Flat Fee Price
- Includes Filing Fees
- See Pricing Assumptions
- Securities Issuance by Quotation
Michael J. Leonard helped us obtain our 501(c)(3), created our bylaws, and completed all of the necessary forms to establish a tax exempt status for our non-profit foundation. He was professional, quick, and great to work with. Mr. Leonard is also very connected in the community and has referred us to useful contacts.
Michel Sproles, Sproles Empowered Youth
My experience working with San Diego Corporate Law has been nothing short of excellent. Michael Leonard is a tremendous asset, and provided us much needed assistance when forming our insurance agency. He assisted with the formation of our corporation, buy / sell agreement, company bylaws, minutes, and stock certificates. Michael is an utmost professional that I would refer to any friend or client.
Michael Fusco, Fusco & Orsini Insurance Services, Inc.
Michael J. Leonard at San Diego Corporate Law has provided GWR valuable assistance and professional advice. As a San Diego based high tech equipment manufacturer, we appreciate that we never have to waste his or our time explaining the engineering or scientific details of our situation as his strong, hands on physics and engineering background is invaluable. We are well protected with Mike looking out for our interests.
Richard Reineman, GWR Instruments, Inc.
In 2009 San Diego Corporate Law converted my Sole Propriety Engineering Company into a “S” Corporation. My experience was painless and Mr. Leonard has done an excellent job staying in contact and continues to be a great advisor. San Diego Corporate Law comes highly recommended.
Curtis Patterson, P.E., Patterson Engineering, Inc.
Michael J. Leonard at San Diego Corporate Law is not your typical attorney experience. Michael puts his full attention into understanding your needs and provides the best solution to meet your goals. I highly recommend San Diego Corporate Law to any of my friends and associates.
Jeff A. Mudd, Best-Rate Repair Company, Inc.
Working with San Diego Corporate Law made dealing with all the paper work of incorporating and setting up my business a dream! Michael is the ultimate professional and knows corporate law inside and out! San Diego Corporate Law is always available to answer questions, assist me with follow up items, and be my go-to and support team.
Elloise Bennett, AP Test Service, LLC
Mr. Leonard is competent, dependable, and gets the work done on time and within budget. He is very responsible to his customers. We would recommend him to anyone that requires a true professional.
Lidija Skolnija, anaZana, Inc.
I was recommended to Michael to help me set up a new corporation I was starting. The advice he gave me was great, and I eventually hired his services to create the agreements and contracts between myself and my business partner. Throughout the process he guided me and asked very detailed questions. I felt that he had my back and my best interest at heart. Looking back now, the contracts he wrote have saved me close to $40,000 in money that I would have otherwise had to pay. Thank you Michael. Everyone should follow your standards.
Jason Delfos, Marketing and Advertising Design Group, LLC
We hired San Diego Corporate Law to help us establish our business in San Diego. In the initial stages of setting up our business and transitioning to California, we were frequently out of town. During this time, Michael answered questions promptly and thoroughly by phone and email. He went above and beyond to keep us on deadline for our aggressive schedule. I would not hesitate to recommend San Diego Corporate Law to another business owner.
Alicia Sorber-Gallegos, Two Men and a Truck
Having no prior experience with business law, I approached Michael to help me set up an LLC for my new company and help me review my legal disclaimers. Michael was very straightforward, honest and helpful. He took the time to explain every detail and answer all of my questions. His work was very diligent and completed exactly by the deadline promised. Michael and San Diego Corporate Law hold my highest recommendation!
Anton Ivanov, Dreams Cash True
Michael J. Leonard helped me configure my business entities into a solid investment vehicle. He is very professional, knowledgeable, easy to reach and timely. San Diego Corporate Law produced a unique and informative Private Placement Memorandum (PPM) for my business for less than half the cost other law firms were charging. I expect to use the PPM and San Diego Corporate Law for many years. I recommend Michael because of his efficient, hands on, practical approach to legal work in a time of dramatic changes with securities laws (JOBS Act).
John Copyak, Clean USA Power, Inc.
San Diego Corporate Law helped me set up MGIV Inc and get established as an S-corp in 2013. I was a one man show and didn’t have a substantial amount of money to spend to get started. I was in the process of filing for a LLC through Legalzoom.com when something didn’t feel right. I picked up the phone and asked Michael if he was available to help. This was my first business so I knew nothing about filing for a corporation or legally establishing a business. Using his knowledge and expertise he coached me toward filing for an S-corp instead of an LLC. It saved the corporation $800 in 2013 and positioned it for success based on the MGIV Communication Consulting model. I find comfort knowing that my business is in good hands. Michael is a great resource and very personable so working with him is convenient and affordable! I recommend San Diego Corporate Law to anyone needing legal assistance with their business!
Michael Gordon IV, MGIV, Inc.
When I needed to move my business from an office suite to a brick and mortar location, San Diego Corporate Law was instrumental in ensuring that the lease provisions were in my best interests. The specialized skills that Michael and his team possess, the fair and transparent fee structure, and their professional yet low pressure consultation process are the reasons why I will retain their services in the future.
Scott Weathers, Alpha Graphics La Jolla
Michael J. Leonard at San Diego Corporate Law not only helped us establish our small business in San Diego, but he helped us to solidify our partnership to avoid any gray areas as we are a family-run business. Michael was easy to work with, knowledgeable, responsive, and professional, and we will continue to use him as our company lawyer moving forward.
Karen Posner, Camp Run-A-Mutt Sorrento Valley
I have nothing but compliments to say about San Diego Corporate Law. Michael and his team have always delivered not only an extremely high level of service, but also have been so patient through the whole process of setting up our LLC. Whenever I have questions or need their service, they are very easy to communicate with and very reasonably priced. I will not only use them for any legal advice that I may need in the future, but also refer all the people that may also need their services.
Andrey Kamogari, Kamo Housing
Michael assisted us with the process of incorporating our non-profit organization. Michael was responsive to all of our questions, and sensitive to the expedited timelines that we encountered. Among the best aspects we experienced in working with Michael was his appreciation for our specific goals and his candid and honest guidance to accomplish those objectives. I would highly recommend Michael Leonard and San Diego Corporate Law.
Esther Hemmen, Mending Matters
San Diego Corporate Law has been a crucial partner for Little Black Diamond. Whether it’s routine incorporation paperwork or complex employment law, Michael is always very responsive and available to help handle our legal issues. He takes the time to understand your business and the unique issues that surround it in order to provide accurate and timely advice that considers the best interest of your business. San Diego Corporate Law is a true partner for any business.
Adam Rosenberg, Little Black Diamond, LLC
California LLC San Diego Details
A California LLC (limited liability company) is a non-corporate business entity that provides its owners, known as members, with protection from personal liability for business debts, liabilities, and other obligations. While normally taxed as a partnership, the members of a California LLC may elect for corporate tax treatment.
One or more individuals, partnerships, limited partnerships, trusts, estates, associations, corporations, LLCs, or other entities may form a California limited liability company. California Corporations Code §§ 17001(t), (x), (ae).
A California LLC is formed by filing articles of organization with the Secretary of State. California Corporations Code C §§ 17050(a), 17051. The filing fee for articles of organization is currently $70.00. California Government Code §12190(b).
Members (owners of a California LLC) must enter into an operating agreement dictating how the California LLC will operate financially and operationally. While operating agreements may be oral, it is strongly suggested that the operating agreement be written.
A member of a California LLC is not liable for the debts and obligations of the limited liability company, unless: (1) the member personally guarantees a debt or obligation; (2) the member engages in tortious conduct; (3) the member receives improper distributions of the LLC’s assets; or (4) the member intermingles personal and corporate matters (alter ego; piercing the corporate veil).
A member who acts as a manager of a California LLC may have increased liability stemming from his or her actions as a manager.
The names of the members of a California LLC are not a matter of public record unless the member serves as a manager of the limited liability company.
Management of a California limited liability company is dictated by the operating agreement. A California LLC may be managed by all members, some members, or by one or more non-members.
Members contribute assets to a California LLC in exchange for membership interests. Membership interests may be expressed either in units of membership or by percentage of ownership. California Corporations Code §§ 17100(a). Unless otherwise specified in the articles of organization or the operating agreement, members are not required to contribute funding in excess of the initial capital contributions made. California Corporations Code § 17200(b).
A California limited liability company may create more than one class of membership with different voting and distribution rights between the classes. California Corporations Code § 17102.
Treatment of a California LLC membership interest as a security is determined on a case-by-case basis. Unless all members engage actively in the management of the California limited liability company, the membership interests must be treated as a security. California Corporations Code §§ 25000-25707. Membership interests that are effectually meaningless when compared to other membership interests must also be treated as securities (e.g. Member 1 has 95% interest, Member 2 has 5% interest). Id.
Federal Securities Issues
Federal securities laws should be considered when issuing membership interests in a California limited liability company. Regulatory filings may be required either to qualify an offering and sale or to receive an exemption.
California Securities Issues
All offers and sales of securities in California require qualification with the Commissioner of Corporations unless either the transaction or the security itself is exempted from qualification. California Corporations Code §§ 25000-25707; 10 California Code of Regulations §§ 250.9-260.617.
Other State Securities Issues
The securities laws of other states (“blue sky” laws) may also apply to offers or sales of California LLC membership interests made outside California.
A California LLC is not generally subject to income Taxation Like a partnership or Subchapter S Corporation, the net income, loss and tax credits of a California LLC are “passed through” to the membership of the LLC.
A California limited liability company may elect to be taxed as if it were a regular corporation (C-Corp).
A single member California LLC is permitted by the California Corporations Code, however, for purposes of federal and California income taxes, a single member California limited liability company is treated as sole proprietorship unless the sole member elects to be taxed as a regular corporation (C-Corp) or subchapter “S” corporation (S-Corp).
Unless otherwise specified in the articles of organization or operating agreement, a non-member receiving a membership interest by assignment or transfer only becomes a member of a California LLC after an affirmative, majority vote of the membership followed by the execution of an operating agreement. California Corporations Code §§ 17100(a), 17303(a).
Non-members obtaining a membership agreement that is not ratified by the membership and/or not followed by the execution of an operating agreement have an economic interest in a California limited liability company but no voting or management rights. California Corporations Code §§ 17001(n), (z), 17106.
The operating agreement of a California LLC may include one or more provisions terminating the limited liability company or one or more membership interests in the LLC on the happening of certain events. California Corporations Code §§ 17100(c), 17005(b).
A California LLC may be dissolved upon an affirmative vote of the majority of membership interests or at a time or upon events specified in the articles of organization and/or a written operating agreement and the filing of a certificate of dissolution by the LLC’s management. California Corporations Code § 17350.
Despite the time or events specified in the articles of organization and/or in the written operating agreement, a majority interest of a California limited liability company may avoid dissolution by filing a certificate of continuation. California Corporations Code § 17357.
The organization of a California LLC for $996.00 assumes a single member LLC or multiple member LLC if all members interests are equal, all members are managers, and no non-members are managers. More complex organizations available by quotation.
California LLC Questions?
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