- Knowledge
1、 Types of Companies in California, USA
Main company types
1. Limited Liability Company (LLC)
Features: No nationality restrictions, can be established by one person, flexible management, limited member liability, tax penetration (profits are included in personal tax reporting).
Applicable: Small and medium-sized enterprises, startups, freelancers.
2. C Corporation
Characteristics: Independent legal entity, double taxation (shareholder dividend tax on company profits), IPO financing, limited liability of shareholders.
Applicable: Medium to large enterprises, companies with financing or listing plans.
3. S Corporation
Characteristics: Penetrating tax system (avoiding double taxation), with a shareholder size of ≤ 100 and must be a US resident.
Applicable to: Small businesses
4. Sole Proprietorship
Characteristics: Personal operation, unlimited liability, no legal entity separation, profits included in personal income tax
5. Non profit organization
Characteristic: Tax exemption qualification (requires application for 501) © (3) Used for charity, education and other public welfare fields.
2、 Registration Conditions for Companies in California, USA
01. Company Name
The name must include type identifiers such as "LLC" and "Inc." and must not be duplicated with a registered name.
Check the availability of the name through the website of the Secretary of State of Koshu.
02. Registered Agent
An agent (individual or institution) within the state of New York must be designated to receive legal documents.
03. Requirements of Directors/Shareholders
LLC: At least one member (without nationality restrictions).
C Corp: At least one director and shareholder (may be the same person).
04. Registered capital
There is no minimum registered capital requirement, but the number of shares (C Corp) or member contributions (LLC) must be declared.
05. Business address
A local address in Koshu is required (registration agency services or virtual office can be used).
3、 Registration Materials for Companies in California, USA
（1） Basic materials for registering a company in Kezhou
1. LLC
Articles of Organization
Operating Agreement (not mandatory but recommended)
2. C Corp
Articles of Association
Bylaws Articles of Association
（2） Shareholder/Director Information
Name, address, and contact information (no need to disclose identification documents).
（3） Registration Agent Acceptance Letter
The acceptance letter signed by the agent.
（4） Other materials
Trademark registration certificate, industry license (such as catering and medical requiring additional licenses).
4、 The registration process of a company in California, USA
Step 1: Company name search (1-2 days)
Log in to the official website of the Secretary of State of Koshu to verify the availability of the name.
Cost: Free.
Step 2: Submit registration application (1-3 working days)
Online submission: Submit the Articles of Association or Company Articles of Association through the official website.
cost:
LLC: $50
C Corp: $100
Non profit company: $50
Step 3: Obtain Business License (1-2 weeks)
After approval by the state government, a Certificate of Good Standing will be issued.
Step 4: Apply for a Federal Tax ID Number (EIN)
Apply online through the IRS official website to instantly obtain EIN (free of charge).
Step 5: Open a bank account
Bring company documents, EIN, and director identification documents for processing.
Step 6: Annual Review and Compliance
Submit the Annual Report annually, with the deadline being the last day of the registration month.
Cost: LLC $10, C Corp $10.
5、 Precautions
1. Tax compliance
State tax: There is no state income tax in Colorado, but a 4.4% state sales tax and property tax must be paid.
Federal tax: LLC defaults to a through tax system, while C Corp is required to pay 21% corporate income tax.
Sales Tax License: If selling goods, you need to apply for a California Sales Tax License.
2. Legal compliance
Submit annual review on time, with a penalty of $50 and a monthly interest rate of 0.5% for late submission.
Some industries require additional permits (such as hygiene permits for the catering industry).
3. Validity of Registered Agent
Ensure that the agent's address remains valid and any changes must be reported to the state government within 10 days.
4. Operation Agreement
Even if LLC does not require it, it is recommended to establish a written agreement to clarify the rights and responsibilities of shareholders.
