California Certificate of Formation: What to File (2026)
California does not issue a "Certificate of Formation." To create a California LLC you file the Articles of Organization (Form LLC-1) with the California Secretary of State for a $70 fee; a corporation files Articles of Incorporation. A Certificate of Status (proof of good standing) is a different document and costs $5.
Quick Answer
- California term
- Articles of Organization (LLC) - no "Certificate of Formation"
- LLC form
- Form LLC-1 - $70, California Secretary of State
- Corporation form
- Articles of Incorporation - filed with the Secretary of State
- Where "Certificate of Formation" applies
- Texas, Delaware, Washington, New Jersey
- Certificate of Status
- Proof of good standing - $5, does not create the entity
- File through
- bizfile Online (Secretary of State)
California Has No "Certificate of Formation"
If you searched for a California Certificate of Formation, the short answer is that California does not have one. "Certificate of Formation" is the name that certain other states give to the document that creates an LLC - most notably Texas (Form 205), Delaware, Washington, and New Jersey. California uses a different name for the same legal act. This is a common source of confusion because formation terminology is not uniform across the 50 states, and templates and articles written for one state often use another state's vocabulary.
In California, the document that legally creates a limited liability company is the Articles of Organization, issued by the California Secretary of State as Form LLC-1. So when a bank, investor, or out-of-state form asks a California LLC for its "certificate of formation," what they actually need is your filed Articles of Organization (or, in some cases, a Certificate of Status - explained below).
For an LLC: Articles of Organization (Form LLC-1)
To form a California LLC you file Form LLC-1, Articles of Organization, with the Secretary of State and pay a $70 filing fee, typically through bizfile Online. Under Corporations Code section 17702.01, the Articles of Organization state the LLC name, a statutory purpose clause, the agent for service of process, the management structure (member-managed or manager-managed), and the principal office address. The Secretary of State's acceptance of Form LLC-1 is what brings the LLC into legal existence. For the full walk-through, see California Articles of Organization and how to form an LLC in California.
For a Corporation: Articles of Incorporation
If you are forming a corporation rather than an LLC, the creating document is the Articles of Incorporation, also filed with the California Secretary of State. A general stock corporation uses the Secretary of State's Articles of Incorporation form (for example, Form ARTS-GS for a general stock corporation), governed by Corporations Code section 200 and related provisions. The corporate document is likewise sometimes loosely called a "certificate of formation" or "certificate of incorporation" in other states, but in California it is the Articles of Incorporation. Choosing between an LLC and a corporation affects taxes and governance; compare structures at S-corp vs LLC.
Terminology by State: What Maps to What
The table below maps the "Certificate of Formation" concept to the correct California document and shows how a few other states name it. This is why the same idea appears under different labels.
| State | LLC creating document | Filed with |
|---|---|---|
| California | Articles of Organization (Form LLC-1) | Secretary of State |
| Texas | Certificate of Formation (Form 205) | Secretary of State |
| Delaware | Certificate of Formation | Division of Corporations |
| Washington | Certificate of Formation | Secretary of State |
| New York / Illinois | Articles of Organization | State filing office |
Whatever the label, the function is the same: a short public filing that creates the entity and is separate from the internal operating agreement, which is never filed with the state. The practical takeaway is to ignore the label and match the document to the action you need. If you are creating a new California LLC, you want Form LLC-1. If a lender or a government office elsewhere asks a California company for its "certificate of formation," they will almost always accept the filed Articles of Organization or a Certificate of Status in its place. When in doubt, ask which of the two they need: the creating document or proof of current good standing.
Certificate of Status vs Articles of Organization
A related document people confuse with a "certificate of formation" is the Certificate of Status (California's name for a certificate of good standing). These are not the same thing:
- Articles of Organization (Form LLC-1) - the filing that creates the LLC. You file it once, at the start.
- Certificate of Status - a certificate the Secretary of State issues later that confirms an existing entity is active and in good standing. It costs $5 and is often requested by banks or by other states when you register to do business there.
You can verify an entity's current standing for free using the California business entity search before paying for a certificate. If you need a stamped copy of the actual formation document, order a certified copy of your Articles of Organization from the Secretary of State's records request process.
California Formation Fees (2026)
The fees below are set by the California Secretary of State and Franchise Tax Board, and apply whichever term you started your search with.
| Item | Form | Fee (2026) | Agency |
|---|---|---|---|
| Articles of Organization (create LLC) | Form LLC-1 | $70 | Secretary of State |
| Statement of Information (within 90 days) | Form LLC-12 | $20 | Secretary of State |
| Certificate of Status | Records request | $5 | Secretary of State |
| Annual minimum franchise tax | FTB Form 3522 | $800 | Franchise Tax Board |
| Federal EIN | IRS Form SS-4 | $0 (free) | IRS |
Confirm current certified-copy and expedite charges on the Secretary of State fee schedule. For ongoing costs, see how much a California LLC costs.
After You Form the Entity
Once the Secretary of State accepts your Articles of Organization, three obligations follow: file the Statement of Information (Form LLC-12) within 90 days; get a federal EIN from the IRS; and plan for the $800 annual franchise tax to the Franchise Tax Board. If you sell taxable goods, also register for a seller's permit with the CDTFA, and check any local business license requirements. Keeping your agent for service of process current avoids suspension.
Frequently Asked Questions
Does California have a Certificate of Formation?
No. California uses the Articles of Organization (Form LLC-1) to create an LLC, for a $70 fee. "Certificate of Formation" is the term used in Texas, Delaware, Washington, and a few other states.
What is the California equivalent of a Certificate of Formation?
For an LLC it is the Articles of Organization (Form LLC-1); for a corporation it is the Articles of Incorporation. Both are filed with the California Secretary of State.
How much does it cost to form a California LLC?
The Form LLC-1 filing fee is $70. A Statement of Information is due within 90 days for $20, and California charges an $800 annual minimum franchise tax. See California LLC cost.
Is a Certificate of Status the same as a Certificate of Formation?
No. A Certificate of Status ($5) confirms an existing entity is in good standing; it does not create the entity. The Articles of Organization create a California LLC.
Where do I file to form a business in California?
With the California Secretary of State through bizfile Online. DBAs, by contrast, are filed with the county - see California DBA filing.
Related
- How to form an LLC (cluster hub)
- How to form an LLC in California
- California Articles of Organization (Form LLC-1)
- California business entity search
- California agent for service of process
- How much does a California LLC cost?
- California Statement of Information
- California operating agreement
- Texas "Articles of Organization" explained (sibling)
- How to dissolve an LLC in California
Sources
- California Secretary of State - Business Entities Forms (Form LLC-1 Articles of Organization; corporation Articles of Incorporation forms).
- California Secretary of State - Business Entities Fee Schedule ($70 Articles of Organization; $5 Certificate of Status).
- California Secretary of State - Statements of Information (Form LLC-12; 90-day deadline).
- California Secretary of State - Business Entities Records Request (Certificate of Status; certified copies).
- California Secretary of State - bizfile Online Business Search (verify good standing before ordering a certificate).
- California Legislative Information - Corporations Code § 17702.01 (Articles of Organization for an LLC).
- California Legislative Information - Corporations Code § 200 (formation of a corporation; Articles of Incorporation).
- Texas Secretary of State - Business Organizations Code Forms (Texas uses Certificate of Formation, Form 205).
- Washington Secretary of State - Business Entities (Washington LLCs file a Certificate of Formation).
- California Franchise Tax Board - Limited Liability Company ($800 annual franchise tax).
- California Franchise Tax Board - Corporations (corporate tax overview).
- IRS - Limited Liability Company (LLC) (federal default classification).
- IRS - Get an Employer Identification Number (free EIN).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the California Secretary of State and Franchise Tax Board before acting. This guide summarizes publicly available requirements and is updated as agencies revise their fees, forms, and deadlines; always confirm the current details on the relevant government website before you file, because published amounts can change between annual review cycles.