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California LLC Forms

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PROFESSIONAL LIMITED LIABILITY COMPANY FOR LICENSED PROFESSIONALS

STATE OF MICHIGAN

Electronic Version

STATUTORY REFERENCES

MICHIGAN COMPILED LAWS - Chapter 450 - §§450.4101-5200 (Michigan Limited Liability Company Act)

Article 9: Professional Limited Liability Companies

www.michiganlegislature.org

INTRODUCTORY NOTES AND LAW SUMMARY

In Michigan a professional limited liability company (PLLC) may be organized to engage in the practice of a professional service and is subject to the provisions of the Michigan Limited Liability Company Act, particularly §§ 450.4901 through 450.4910.

“Professional service” means a type of personal service to the public that requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization.

Professional service includes, but is not limited to, services rendered by a certified or other public accountant, chiropractor, dentist, optometrist, veterinarian, osteopathic physician, physician, surgeon, podiatrist, chiropodist, architect, professional engineer, land surveyor, and attorney-at-law.

A “licensed person” is an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, or any PLLC all of whose members and managers are licensed persons.

In addition to the various statutory provisions applicable to a PLLC which is organized to engage in the practice of a profession, the PLLC and the individual members of the PLLC are subject to the rules and regulations of the Michigan examining/governing board/agency for the profession.

One or more licensed persons may organize and become members of a PLLC. The Articles of Organization must state that the company is formed to render specified professional services.

The name of the PLLC must contain the words “Professional Limited Liability Company” or “Professional Limited Company”, or the designation “PLLC” or “PLC”, or the abbreviation “P.L.L.C.” or “P.L.C.”

A PLLC may not render professional services within Michigan except through its members, managers, employees, and agents who are licensed or otherwise legally authorized to render the professional services within Michigan.

Practicing as a PLLC does not affect the professional relationship or liabilities between the person furnishing the professional services and the person receiving such professional services, or the standards for professional conduct.

A PLLC is liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, employees, or agents while they are engaged on behalf of the company in the rendering of professional services.

A PLLC may not engage in any business other than the rendering of the professional services for which it was specifically organized.

PLEASE NOTE these recent changes to the Act:

1. Articles may be signed by nonmember organizers.

2. Domestic LLC's may admit members that have not made a contribution or incurred an obligation to make a future contribution.

3. Definition of "operating agreement" amended to allow single members LLC's to have an operating agreement.

4. Definition of "majority in interest" added and clarifies voting is by majority in interest rather majority in number.

5. Definition of "manager" revised to clarify that a designation of management by managers must be made in the articles of organization.

6. Authorized agents permitted to sign documents required or permitted to be filed under the Limited Liability Company Act.

7. Good standing certificates may be issued for LLC's and LLC's that are delinquent for two years in filing annual statements lose their good standing status and their name becomes available for use by others.

8. The Administrator is required to provide the LLC's and PLLC's with notice of delinquency.

9. A Certificate of Restoration may be filed by a LLC or PLLC, along with the missing annual statements or annual reports, to be restored to good standing.

10. The amendments clarify that professional limited liability companies are required to file both the annual statement filed by all limited liability companies and an annual report listing its members and managers and certifying to their licensure.

11. The annual statement fee is changed to $15.

12. The amendments provide that an interest in a LLC may be held by tenants by the entirety.

13. If the articles of organization or the act establish that the manager or member in a member managed LLC lacks authority to bind the LLC a third party dealing with the person has "actual knowledge" of the limitation and cannot rely on apparent authority of the person to act on behalf of the LLC.

BEFORE YOU FORM A PLLC TO ENGAGE IN THE PRACTICE OF A PROFESSION, YOU SHOULD FIRST CONFIRM THAT YOU ARE IN FULL COMPLIANCE WITH ALL RULES AND REGULATIONS OF THE MICHIGAN EXAMINING/GOVERNING BOARD/AGENCY FOR YOUR PROFESSION.

STEPS TO FORM PLLC

Step 1: SEE FORM 1 - APPLICATION FOR RESERVATION OF NAME

Step 2: SEE FORM 2 – ARTICLES OF ORGANIZATION

Step 3: Upon return of the Articles of Organization complete the Operating Agreement.

Step 4: Apply for a Federal Tax Identification Number.

Step 5: Open a bank account and conduct business.

Step 6: Maintain Records

A limited liability company must keep at its registered office or principal place of business in this state all of the following:

(a) A current list of the full name and last known address of each member and manager.

(b) A copy of the articles or restated articles of organization, together with any amendments to the articles.

(c) Copies of the limited liability company's federal, state, and local tax returns and reports, if any, for the 3 most recent years.

(d) Copies of any financial statements of the limited liability company for the 3 most recent years.

(e) Copies of operating agreements.

(f) Copies of records that would enable a member to determine the members' relative shares of the limited liability company's distributions and the members' relative voting rights.

FORMS DOWNLOAD

USERNAME:

PASSWORD:

Download Link: http://www.uslegalforms.com/data/corp/MI-00LLC/MI-00PLLC.htm

FORM 4

OPERATING AGREEMENT

This agreement is a sample operating agreement and should be modified to meet your needs.

OPERATING AGREEMENT OF

A MICHIGAN PROFESSIONAL LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT ("Agreement") is entered into the day of , 20, by and between the following persons:

1.

2.

3.

4.

1. Formation of PLLC. The Parties have formed a Michigan professional limited liability company named ("PLLC").

2. Articles of Organization. The Members acting through one of its Members, , filed Articles of Organization on

3. Purpose. The purpose of the PLLC is to engage in the practice of through persons qualified to practice in the State of Michigan.

4. Registered Office and Registered Agent. The registered office and place of business of the PLLC shall be and the registered agent at such office shall be .

5. Duration. The PLLC will commence business as of the date the Members contribute their capital investment in the PLLC and will continue in perpetuity.

6. Fiscal Year. The PLLC's fiscal and tax year shall end December 31.

ARTICLE II
MEMBERS

7. Initial Members. The initial members of the PLLC, each of whom is licensed to practice in Michigan, their initial capital contributions, and their percentage interest in the PLLC are:

Initial Members / Percentage Interest / Capital Contribution

8. Members.

(a) Each member of the PLLC and each of the employees engaged in the practice of shall be licensed to practice in Michigan.

(b) All members shall be licensed to practice in the State of Michigan.

(d) New members may be admitted only upon the consent of a majority of the Members and upon compliance with the provisions of this agreement.

ARTICLE III
MANAGEMENT

9. Management. The Members have elected to manage the PLLC as follows:

The management of the PLLC shall be vested in the Members without an appointed manager.

The Members hereby delegate the management of the PLLC to Manager(s).

a) Each Manager shall be licensed to practice in the State of Michigan.

h) There shall be initial Managers.

i) The initial Managers are:

10. Officers and Relating Provisions.

(a) Officers. All officers of the PLLC shall be members and shall be licensed to practice in Michigan.

(b) Election and Term of Office. Officers shall be elected annually by the Members by a majority vote.

(c) Removal. Any officer or agent may be removed by a majority of the Members whenever they decide that the best interests of the Company would be served thereby.

(f) The Treasurer. The Treasurer shall not be required to give a bond for the faithful discharge of duties.

11. Member Only Powers. Debt, expenditure, or other obligation exceeds $.

ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS

12. Interest of Members. Each Member shall own a percentage interest in the PLLC based on the amount of cash or other property contributed.

14. Additional Contributions. Only a majority of the Members may call for additional cash contributions as necessary.

17. Distributions. Distributions of cash or other assets of the PLLC shall be made as determined by a majority of the Members.

ARTICLE V
VOTING; CONSENT TO ACTION

22. Meetings. Meetings may be called by any Member owning 10% or more of the PLLC.

ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY

24. Duties of Members. Members, Managers and officers shall perform their duties in good faith.

27. Indemnification and Insurance.

ARTICLE VII
MEMBERS INTEREST TERMINATED

29. Termination of Membership.

(c) A Member dies or is disqualified from practicing .

ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF PLLC INTEREST; SET PRICE FOR PLLC INTEREST

33. Sale of Interest. A Member can sell his PLLC interest only to a person licensed to practice in Michigan.

34. Set Price. The initial Set Price shall be adjusted no later than .

35. When a member of a limited liability company organized to engage in the practice of dies or becomes disqualified, that member's interest may be transferred as set out above.

ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER

35. Dissociation. Upon the occurrence of a dissociation event, the PLLC and the remaining Members shall have the option to purchase the dissociated Member's interest.

ARTICLE X
DISSOLUTION

36. Termination of PLLC. The PLLC will be dissolved only upon the written consent of a majority of the Members.

ARTICLE XI
TAX MATTERS

39. Tax Matters Partner. The Members hereby designate as the tax matters partner.

ARTICLE XII
RECORDS AND INFORMATION

41. Records and Inspection. The PLLC shall maintain its records at its place of business.

ARTICLE XIII
MISCELLANEOUS PROVISIONS

44. Applicable Law. This Agreement shall be governed by the laws of the State of Michigan.

WHEREFORE, the Parties have executed this Agreement on the dates stated below their signatures.

NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF .

Member Signature

Print Name:

Address:

Date:

Member Signature

Print Name:

Address:

Date:

Member Signature

Print Name:

Address:

Date:

Member Signature

Print Name:

Address:

Date:

INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE

I, , hereby certify that I have received a copy of the professional limited liability company Agreement and Articles of Organization of .

Member:

Address:

Date:

Member:

Address:

Date:

OWNERSHIP LEDGER

Name and Residence Address of PLLC Member Date of Transfer % Ownership Amount Paid Subsequent Transfer

MEMBERSHIP CERTIFICATE

No. PROFESSIONAL LIMITED LIABILITY COMPANY - STATE OF MICHIGAN Percentage:

This Certificate certifies that is a true and lawful owner of percent ownership of .

Issued on this the day of , 20.

Enter text✕

What California LLC Forms Are and when they’re used

California LLC Forms are the standard state and federal documents required to create and operate a limited liability company in California. Typical state filings include the Articles of Organization (Form LLC-1) and the initial Statement of Information (Form LLC-12). Additional documents commonly prepared at formation include an Operating Agreement and federal forms such as IRS Form SS-4 to request an EIN. These forms establish the entity, designate a registered agent, document management structure, and provide the records needed for taxation, banking, and contracts.

Why accurate California LLC Forms matter

Correctly completed forms create legal existence, protect limited liability status, enable tax registration, and reduce risk of administrative rejection or fines. Accurate filings also speed access to banking, permits, and vendor relationships.

Why accurate California LLC Forms matter

Who prepares and relies on these forms

Different stakeholders need consistent, verified information to avoid filing delays and tax problems.

  • Organizers and founding members preparing initial Articles of Organization and internal records.
  • Registered agents and managers who accept service of process and maintain corporate records.
  • Accountants, attorneys, and banks that review filings to set up tax accounts and financial relationships.

Step-by-step: forming a California LLC

Essential steps to complete California LLC Forms and related registrations.

  • 01
    Choose Name: Confirm availability with CA Secretary of State.
  • 02
    File Articles: Submit Form LLC-1 to the CA SOS with required fee.
  • 03
    Get EIN: Apply for an EIN using IRS Form SS-4 before hiring or banking.
  • 04
    Statement of Info: File Form LLC-12 within 90 days of formation and then as required.

Online completion and eSubmission workflow

A typical online route: prepare PDF, add fillable fields, collect signatures, and submit per state filing rules.

  • Upload Document: Start with the official PDF or a verified template.
  • Place Fields: Add name, date, signature, and agent fields for signers.
  • Authenticate Signers: Use email, SMS code, or stronger authentication as needed.
  • Save & Submit: Export signed PDF and submit to the CA Secretary of State.

Configuring a digital workflow for California LLC Forms

Key workflow settings to reduce errors and meet state requirements.

Field Mapping Map PDF fields to data sources to avoid manual entry errors.
Conditional Fields Show or hide fields based on management type or entity selections.
Signer Order Enforce organizer then manager sequence to maintain signature precedence.
Authentication Choose email, SMS OTP, or KBA depending on risk.
Record Retention Configure automatic archival and export of completed PDFs for compliance.

Technical considerations for eSigning and filing

Ensure the chosen platform provides tamper-evident signed PDFs, an exportable audit trail, and appropriate encryption for stored records.

  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • File Formats: PDF and DOCX import/export available
  • Authentication: Email, SMS, and advanced options

Core components included with professional California LLC Forms

A complete formation package bundles state filings, internal governance, tax registrations, and compliance-ready copies.

Articles of Organization

State filing that creates the LLC; includes name, agent, management structure, and organizer information required by the CA Secretary of State.

Statement of Information

Required within 90 days in California; lists managers/members and addresses and must be updated per state schedule to remain compliant.

Operating Agreement

Internal governance document describing ownership, capital contributions, management, and distributions; not filed with the state but essential for disputes and banking.

EIN Registration

IRS Form SS-4 submission to obtain a federal Employer Identification Number for tax reporting and banking.

Registered Agent Consent

Written acknowledgment that the registered agent accepts service of process and provides a physical address for legal notices.

Meeting Minutes & Resolutions

Initial member or manager resolutions documenting authority to open accounts, execute leases, and adopt the operating agreement.

Supporting documents commonly filed or retained

Beyond state forms, prepare ancillary documents to support compliance, banking, and internal governance.

Operating Agreement

Defines member rights, voting thresholds, capital calls, transfer restrictions, and dissolution procedures—use clear clauses to reduce disputes.

IRS SS-4 / EIN

Federal EIN needed for payroll, banking, and certain tax filings; obtain before hiring or opening business accounts.

Initial Resolutions

Authorize opening bank accounts, signing contracts, and appointing officers or managers; include date, signer names, and signatures.

Member Ledger

Record member contributions, ownership percentages, and distributions; retain copies with company records for audits and investor review.

Key timing and filing deadlines to track

Important dates include initial state filings, periodic reports, and related federal tax deadlines.

Initial Statement of Information:

File Form LLC-12 within 90 days of formation in California.

Biennial Statement:

File the Statement of Information as required by the state schedule thereafter.

Federal Tax Returns:

Individual returns due April 15; partnership returns typically due March 15.

EIN Use:

Obtain an EIN before hiring employees or opening a business bank account.

Ongoing Compliance:

Keep registered agent contact current to avoid administrative suspension.

Penalties and risks from incorrect or late filings

1099 Penalties: Late or incorrect info returns can incur $60–$330 per form under IRC §6721.
Backup Withholding: Missing or incorrect TIN may trigger 24% backup withholding.
Administrative Suspension: Failure to file required state reports can lead to suspension or loss of good standing.
I-9 Violations: Employer documentation failures may incur fines ranging from hundreds to thousands per violation.
Notary/Agent Errors: Incorrect or missing agent information can delay service and increase legal exposure.
Intentional Disregard: Intentional failure to file accurate returns can trigger higher penalties with no statutory cap.

Common mistakes that delay California LLC filings

  • Choosing a name that conflicts with an existing entity or contains prohibited words causes rejections.
  • Using inconsistent party names across filings leads to bank and tax account mismatches.
  • Omitting registered agent consent or using a P.O. box for agent address triggers denial.
  • Failing to obtain an EIN before payroll or banking prevents account opening and hiring.

Practical tips for accurate and efficient completion

Adopt a checklist approach and keep consistent entity data across all documents to reduce rework.

Verify Name Availability
Check the CA Secretary of State name database before drafting forms. Reserving a name can reduce the chance of rejection.
Standardize Party Names
Use the exact legal name on every document, bank form, and IRS submission to prevent mismatched TIN or account holds.
Keep Operating Agreement Current
Record governance and capital details at formation and update when membership or voting structures change to reduce disputes.
Archive Signed Originals
Store signed PDFs with audit trails and maintain backup copies for at least the minimum retention periods required by regulators.

Typical signers and their authority

Organizer

The organizer files formation documents and signs the Articles of Organization. This person may be a member, manager, or an attorney acting on behalf of the founders and should use the legal name and date when signing.

Registered Agent

Registered agent provides a physical address for service of process and often signs a consent form. The agent’s acceptance documents help ensure the state can effectuate legal notice.

Real-world examples of using California LLC Forms

Illustrative use cases show how standard workflows solve common formation and signing needs.

Martin Properties

A small real estate firm avoided in-person closings by preparing digital LLC formation packets and remote signatures.

  • Mobile signing allowed field agents to complete forms on site.
  • Tim Martin, Founder, noted that processing and executing documents online improved compliance and turnaround while enabling remote property transactions.

Optica Ventures

A startup used standardized formation templates to onboard new portfolio companies quickly.

  • Templates reduced repeated drafting time across entities.
  • Brian Fitzgibbons, COO, described the interface as simple for both internal teams and external counterparties, speeding formation tasks and investor onboarding.

eSignature vendor comparison for handling California LLC Forms

Compare typical vendor starting prices and core capabilities relevant to high-volume LLC form signing and secure recordkeeping.

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FAQs and troubleshooting for California LLC Forms

Answers to common questions about eSigning, filing, and preventing rejections when completing California LLC Forms.


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