Company with limited liability | (2023)


A limited liability company (LLC) combines partnership and corporation structures. You can form an LLC to operate a business or hold real estate. LLC owners are members. LLCs protect their members from personal liability.

The LLC will either be:

  • A disregarded entity (for federal purposes) if it has only one member
    • Single Member Limited Liability Company (SMLLC)
  • Partnership if it has more than one owner
    • Limited liability partnership
    • Limited partnership with limited liability
    • Series limited company
  • An LLC is taxed like a corporation

The LLC must have the same classification for California and federal tax purposes.

Open an LLC

To register or organize an LLC in California, contact the Secretary of State (SOS):

California Secretary of State
California Secretary of State
Support for document archiving
PO Box 944228
Sacramento CA 94244-2280

To visitInformation on registration of a company with limited liability (FTB 3556)for mere information.

Annual tax

Every LLC that does business or is organized in California must pay an annual tax of $800.

This annual tax will be collected even if you do not do business until you cancel the LLC.

  • You have until the 15th day of the 4th month from the date of submission of the application to SOS to pay the annual tax for the first year.
    • Example:You form a new LLC and register with SOS on June 18, 2020. Your annual LLC tax is due on September 15, 2020 (15th day of the 4th month).
  • Your next annual tax payments are still due on the 15th day of the 4th month of your tax year.

The annual tax payment is due as ofLLC tax slip (FTB 3522).

Payment of annual tax

On the line
Bank account (Web Pay)
Credit card
Franchise Tax Administration
PO Box 942857
Sacramento CA 94257-0631

UseFTB 3522when paying by post.

Exemptions from the annual tax for the first year

For tax years beginning on or after January 1, 2021 and before January 1, 2024, LLCs that organize, register or file with the California Secretary of State for Business are exempt from the $800 annual tax for their first tax year .

Short form cancellation

If you cancel your LLC within one year of organization, you can file itShort Cancellation Form (SOS Form LLC-4/8)with SOS. Your LLC will not be subject to the $800 annual tax for its first tax year.

gebyr LLC

If your LLC will earn more than $250,000, you must pay a fee. LLCs must assess and pay the fee by the 15th day of the 6th month of the current tax year.

California income rounded
If total income in California is rounded to the nearest whole dollar: The fee amount is:
250.000 - 499.999 USD 900 dollars
500.000 - 999.999 USD 2500 dollars
1.000.000 USD - 4.999.999 USD 6000 dollars
$5,000,000 or more 11.790 dollars

UseEstimated Fee for LLCs (FTB 3536), for payment of the estimated fee.


If you do not pay the estimated LLC fee by the original return due date, you will be subjectfinesIinterest. To visitExpiry dates for businessesfor mere information.

Submission Requirements

If your LLC meets one or more of the following conditions:

Then your LLC must:

For detailed information on LLC expiration dates, visitExpiry dates for businesses.

Foreign Unregistered LLC

If you are a foreign unregistered LLC that meets all of the following requirements:

  • Treated as a partnership
  • He has a source of income from California
  • Does not work in California

Then your LLC must:

Keep your LLC active

To keep your LLC active, you must:

  1. SubmitDisclosure statement with SOS
  2. Report and pay state income tax

Suspended LLCs

We do not grant automatic filing extensions for suspended LLCs. To visitMy job is suspendedfor mere information.

SOS punishment

SOS imposes a $250 penalty if you fail to file a disclosure statement.We collect the fine on behalf of SOS.

Cancel your LLC

Registered in SOS

If you close your business, you must submit the necessary documents to the Secretary of State and to us.

With us you must:

  • Submit your final tax return for the current year. Tick ​​anyThe final returnfield on the first page of the return
  • Cease doing business in California after the last tax year

It is not registered in SOS

  • Submit your final tax return for the current year. Tick ​​anyThe final returnfield on the first page of the return
  • Cease doing business in California after the last tax year

To visitGuide to Dissolving, Surrendering, or Canceling a Business Entity in California (FTB Publication 1038)for mere information.

Distribution and allocation

You may have a California source of income if you sell goods to customers in California or provide services to customers who benefited from that service in California or own intangible assets used in California. To visitDistribution and allocationfor mere information.

Contact us about LLCs

(800) 852-5711
(916) 845-6500 (outside the US)
On weekdays from 8:00 a.m. to 5:00 p.m
Log in to MyFTB to chat
On weekdays from 8:00 a.m. to 5:00 p.m
Franchise Tax Administration
PO Box 942840
Sacramento CA 942840-0040


How can I avoid $800 franchise tax? ›

If you cancel your LLC within one year of organizing, you can file Short form cancellation (SOS Form LLC-4/8) with the SOS. Your LLC will not be subject to the annual $800 tax for its first tax year.

What makes a company limited liability? ›

Limited liability means that the assets and debts of the business remain separate from the personal assets and debts of the company's owners. If a company goes bankrupt, creditors cannot therefore go after the owners' personal assets, just that of the business.

Do you have to pay the $800 California LLC fee every year? ›

In general, an LLC is required to pay the $800 annual tax and file a California tax return until the appropriate paperwork is filed with the SOS to cancel the LLC. In order to cancel an LLC, the LLC must file Form LLC-4/7, Limited Liability Company Certificate of Cancellation, with SOS.

Is the $900 LLC fee deductible for California? ›

Plus, California's LLC annual fee is tax deductible for federal taxes. You can deduct the $800 Franchise Tax – and any additional annual fee you pay.

What happens if you don't pay $800 California LLC tax? ›

California Franchise Tax is the annual tax for conducting business in California. For noncorporate entities, it is a flat fee of $800. For corporate entities, the fee is a minimum of $800. Failure to pay the franchise tax will result in a minimum penalty of 5% and a maximum penalty of 25% of the unpaid tax.

What are the 2 main advantages of having an LLC? ›

This article explores some of the benefits that an LLC can offer to its owners.
  • Separate legal identity. ...
  • Limited liability. ...
  • Perpetual existence. ...
  • Flexible management structure. ...
  • Free transferability of financial interests. ...
  • Pass-through taxation.

What is the difference between LLC and limited liability company? ›

LLCs and Ltds are governed under state law, but the primary difference is Ltds pay taxes while LLCs do not. The abbreviation “Ltd” means limited and is most commonly seen within the European Union and affords owners the same protections as an LLC.

What is the difference between limited liability and LLC? ›

A limited liability partnership is similar to a limited liability company (LLC) in that all partners are granted limited liability protection. However, in some states the partners in an LLP get less liability protection than in an LLC. LLP requirements vary from state to state.

Is California waiving the LLC fee? ›

This includes Corporations, Limited Liability Companies (LLCs), and Limited Partnerships (LPs). California's Budget Act of 2022 provides for the waiver of such fees until June 30, 2023. Now is the time to take advantage of these savings! The waiver will end at 12:00 PST on June 30, 2023.

What is an example of a limited liability company? ›

Examples of limited liability companies

LLCs can be individuals or global corporations such as Pepsi-Cola, Sony, and Nike. LLCs owned by individuals are known as single-member LLCs. They are taxed in the same way as sole proprietorships.

What is the maximum LLC fee in California? ›

The California tax is: $800 (no LLC fee) if the income is $250,000 or less. $1,700 ($900 LLC fee, $800 LLC tax) if the income is between $250,000 and $499,999. $3,300 ($2,500 LLC fee, $800 LLC tax) if the income falls between $500,000 and $999,999.

Why do LLCs fail? ›

An LLC requires maintenance. If you aren't inspecting the LLC and taking care to make repairs and keep it tuned up and smoothly operational, then it's going to turn out badly for you when you need its protection. Your LLC can fail when you need it the most!

Is LLC high risk? ›

Limited Liability. The most recognized characteristic of an LLC is its limited liability protection. This benefit allows LLC members to demarcate their personal assets and those of the entity, thereby enabling members to pursue business purposes with reduced risk to their personal property.

Why everyone should own an LLC? ›

With an LLC, only the assets owned in the name of the LLC are subject to the claims of business creditors, including lawsuits against the business. The personal assets of the LLC members cannot be claimed to satisfy business debts. For most people, this is the most important reason to form an LLC.

Can I avoid the $800 California franchise tax and still limit personal liability? ›

Generally speaking, no. The only way to avoid the annual $800 California franchise fee is to dissolve your company, file a 'final' income tax return with the FTB and to submit the necessary paperwork. Once your company no longer exists, neither does your liability protection.

How do I pay $800 minimum franchise tax in California? ›

If you start to operate an LLC business in California, you need to pay the first $800 fee in the 4th month after the approval of your LLC. You'll also need to pay another $800 in annual tax due date on April 15th every year. To pay the tax, you must file Form 3522, the annual LLC Tax Voucher.

What is the first year exemption from California's $800 minimum franchise tax? ›

The California Franchise Tax is due every first quarter of every accounting period of a business. It does not matter if the company is fully active, operating at a loss, or is not doing any business. During the first year, corporations will not have to pay for the minimum franchise tax.

Do you have to pay the $800 California C Corp fee the first year? ›

Every corporation that is incorporated, registered, or doing business in California must pay the $800 minimum franchise tax.


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