How to actually open the LLC

The sequence

1. Search the name on bizfile. Decide member-managed vs manager-managed.
2. Pick an agent for service of process with a California street address.
3. File Articles of Organization online — $70. bizfile Online.
4. Sign an operating agreement dated the formation date.
5. Get a free EIN. IRS EIN application.
6. Open a business checking account. Move no personal cash in casually.
7. File the initial Statement of Information within 90 days — $20.
8. Pay the $800 to FTB with voucher 3522 by the 15th day of the 4th month after SOS filing.
9. Check CalGOLD and your city finance portal for a local business tax.
10. Insurance, MSA/SOW templates, W-9, bookkeeping. Then invoice.

Interactive checklist

Check items off as you finish them. Progress stays in this browser.

Name and agent

Name

Search existing names on bizfile before you get attached to a brand. SOS only checks distinguishability in its own database — not USPTO trademarks and not domain names. Do both searches yourself.

• Must contain Limited Liability Company, LLC, or L.L.C. (§ 17701.08).
• Cannot include bank, trust, trustee, incorporated, inc., corporation, corp., insurer, or insurance company.
• Optional name reservation is $10 if you are waiting on a bank or a cofounder. Most people just file.
• If you want to invoice as “Smith.dev” while the legal name is “Smith Engineering LLC,” file a fictitious business name in the county where you operate. That is a county clerk process, not SOS, and often requires a newspaper publication.

Agent for service of process

Someone the sheriff can find if you are sued. Two options:

• You. Must be a California resident with a street address (not a P.O. box). That address is a public record. Using a home address is legal and common; it also publishes where you live.
• A registered corporate agent that has a 1505 filing with SOS. Typically $50–$300 a year. Useful if you do not want your apartment on the internet, or you travel.

You must have the corporation’s consent before listing them. Do not invent a CT Corporation number.

Articles of Organization

File Form LLC-1 online. Paper mail is slower and, for many filers, no longer the path SOS wants. The form asks for:

• LLC name.
• Principal office street address and mailing address.
• Agent.
• Management: member-managed (you run it) or manager-managed (you appoint a manager — used in multi-member deals). Solo consultants almost always choose member-managed.
• Organizer signature — that can be you.

Purpose can be the statutory default: “to engage in any lawful act or activity.” You do not need to describe “software consulting” on the Articles. Save the NAICS code (often 541511 custom programming or 541512 systems design) for the EIN form, bank, and city license.

Standard processing is a few business days. Same-day SOS “preclearance” runs hundreds of dollars. You do not need it unless a closing depends on a file-stamped copy this afternoon.

Optional certified copy is $5. Banks sometimes ask for it. Download the file-stamped PDF from bizfile first; that is usually enough.

Operating agreement

California recognizes oral and implied operating agreements. Banks, the IRS, and anyone trying to pierce the veil want a written one. It is not filed with SOS.

A single-member agreement should at least:

• State that you are the sole member and 100% owner.
• State member-managed.
• Authorize opening accounts and signing contracts.
• Say how profits are allocated (to you) and how you take draws.
• Cover what happens on death or incapacity — successor member.
• Confirm the LLC may elect S corporation status later without rewriting the whole thing.

Do not copy a multi-member Delaware template and leave “Units” and “Board” in it. A California business attorney can produce a clean solo agreement for a few hundred dollars. That is a better spend than a formation mill.

EIN and bank

Apply for an EIN only on IRS.gov. You will choose “LLC” and “one member,” responsible party = you, start date = SOS file date. Print the CP 575 / confirmation. There is no fee.

Take to the bank: Articles, EIN letter, operating agreement, your driver’s license. Some banks also want the Statement of Information once it exists. Open checking first; a business savings or brokerage can wait. Get a debit card in the LLC name. Pay AWS, Cursor, and health insurance (if you deduct it) from this account.

Statement of Information

Form LLC-12, $20, within 90 days of formation, then every two years in a six-month window tied to the anniversary month. It lists addresses, members/managers, agent, and a business description. Late: $250 penalty, assessed by FTB on SOS’s behalf. Calendar it. bizfile will sometimes email; do not rely on the email.

City and county

There is no California statewide business license. CalGOLD points at state permits (you likely need none for pure consulting). Cities are another story:

• San Francisco — Business Registration with the Treasurer & Tax Collector, plus a gross-receipts tax that is not optional once you are over small-business thresholds.
• Los Angeles — Business Tax Registration Certificate. First-year relief sometimes exists; do not assume.
• San Jose, Oakland, Sacramento, San Diego — each has its own registration and often a tax on gross receipts or payroll.
• Home occupation permits and HOA rules if you see clients at the house (most engineers never do).

If you live in one city and your “office” is a WeWork in another, ask the city finance departments which one taxes you. Getting this wrong is a classic surprise bill.

Then you can invoice

Send a W-9 with the LLC name and EIN (not your SSN). Sign MSAs as “Smith Engineering LLC, by John Smith, Member.” Put the legal name on the invoice footer with the California address.

Next: what you will owe the FTB and IRS and how software is treated.