OMNI LAW
Business Organization Attorneys in San Francisco
Omni Law P.C. helps San Francisco founders and owners choose an entity, form it correctly, and set up the governance documents that hold up later in a financing, a bank review, or a dispute. As a business organization lawyer in San Francisco, our team covers entity selection, formation filings, internal governing documents, ownership and control terms, and the state and local registration steps that follow. This page sets out the California filing fees fixed by statute, the recurring obligations a new entity takes on, and the San Francisco registration layer that companies operating in the city need to plan for.
Talk with a San Francisco business organization attorney at Omni Law P.C. Call (408) 418-5623 or use our contact page to describe what you are building.
Choosing an Entity Structure in San Francisco
Entity choice is a fact dependent decision, and there is no single structure that fits every company. In practice, the questions that drive the answer for San Francisco businesses are these: whether you intend to raise institutional venture capital, how many owners there will be and how they will share control, whether equity will be issued to employees or advisors, how the business will be taxed, and how much administrative overhead the owners are prepared to carry.
Three structural points are worth understanding before the conversation:
- A partnership can arise without a filing. The association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not the persons intend to form a partnership, and sharing profits creates a rebuttable presumption of partnership subject to enumerated exceptions (Cal. Corp. Code § 16202). Informal co-founder arrangements in San Francisco frequently sit in this category before anyone files anything.
- A California close corporation is a specific statutory form. Its articles must limit holders of record to a specified number not exceeding 35 and must state that the corporation is a close corporation (Cal. Corp. Code § 158).
- For a limited liability company, the operating agreement governs relations among members, the rights and duties of managers, the activities of the company, and the means of amending the agreement, and the statute lists items it may not waive, including the duty of loyalty, the duty of care, and the obligation of good faith and fair dealing (Cal. Corp. Code § 17701.10).
We do not recommend a structure on a web page. We work through the specific facts and then document the choice.
When to Bring In a San Francisco Business Organization Lawyer
San Francisco business organization lawyer is most useful before the structural decisions above have already been made informally — before two co-founders start splitting revenue without a written understanding, before an LLC’s operating agreement is copied from a template that does not match the actual management structure the members intend, and before a corporation issues its first round of founder shares without vesting or transfer restrictions in place. Each of these moments is far easier to get right proactively than to correct after the fact, particularly once outside investors or lenders begin asking to see the paperwork.
California Formation Filing Fees Set by Statute
California sets formation fees by statute. For limited liability companies, the Government Code sets articles of organization at $70, foreign LLC registration at $70, an amendment, restated articles, or certificate of correction at $30, a merger of an LLC with an LLC at $70 and a merger with other entity types at $150, and a Statement of Information at $20, with no fee for changes to a Statement of Information and no fee for dissolution or cancellation (Cal. Gov. Code § 12190).
For corporations, the same chapter sets articles of incorporation with shares at $100, articles without shares at $30, foreign corporation qualification at $100, a Statement of Information at $20, and a name reservation at $10 (Cal. Gov. Code § 12186). The Secretary of State separately states that the Statement of Information fee is $20 or $25 depending on entity type (California Secretary of State, Business Entities FAQs).
These amounts come from the statute and are stated as of August 2026. Confirm posted amounts with the Secretary of State before you file, since published fee schedules can differ from the statutory figures.
Ongoing California Obligations After Formation
Formation is the beginning of a compliance calendar, not the end of one.
- Statement of Information. An LLC or registered foreign LLC files within 90 days of filing its articles or registration and biennially thereafter, listing the agent for service of process, the principal office, and managers or members (Cal. Corp. Code § 17702.09). The Secretary of State states that California stock corporations and qualified out-of-state corporations file annually, while nonprofit corporations and all LLCs file every two years, in the filing period ending on the last day of the anniversary month of registration (CA SOS FAQs).
- Delinquency consequences. If a required Statement of Information is not filed, the Secretary of State gives notice, and after 60 days of continued delinquency it notifies the Franchise Tax Board, which assesses a penalty (CA SOS FAQs).
- Internal documents stay internal. Bylaws and operating agreements are not filed with the Secretary of State; they are internal governing documents kept at the entity’s principal office (CA SOS FAQs).
- LLC state tax. An LLC owes the $800 annual tax, paid with voucher FTB 3522, with the first-year payment due by the 15th day of the 4th month after filing with the Secretary of State and later years due by the 15th day of the 4th month of the taxable year. An income-based LLC fee applies at $900 for total California income of $250,000 to $499,999, $2,500 at $500,000 to $999,999, $6,000 at $1,000,000 to $4,999,999, and $11,790 at $5,000,000 or more, estimated on form FTB 3536 (California Franchise Tax Board, Limited Liability Company).
- Corporate state tax. Every corporation incorporated, registered, or doing business in California owes an $800 minimum franchise tax, although newly incorporated or qualified corporations are not required to pay it in their first taxable year for years beginning on or after January 1, 2020 (California Franchise Tax Board, Corporations).
This is general information rather than tax advice. Work with your CPA or tax adviser on how these amounts apply to your entity and your tax year.
Setting up a new San Francisco entity or cleaning up an existing one? Call Omni Law P.C. at (408) 418-5623.
The San Francisco Local Registration Layer
State formation does not finish the job for a company doing business in the city. A business must register with the San Francisco Office of the Treasurer and Tax Collector within 30 days after commencing business in San Francisco, and renew by the last day in February, with the registration year running April 1 through March 31 (SF Office of the Treasurer and Tax Collector, Register your business). Registration nexus triggers described by the Treasurer include maintaining a fixed place of business in San Francisco, performing work or soliciting business in the city for any part of seven days in a tax year, and having more than $500,000 in San Francisco gross receipts.
The city also states that corporations, LLCs, limited partnerships, and limited liability partnerships must register with the State before registering locally, that renewal is due by the end of February, and that new businesses must file a Business Property Statement Form 571-L reflecting property held as of December 31 each year (SF.gov, Business registration). Registration fees are scaled to prior-year San Francisco gross receipts, and the current tier table is published by the Treasurer; review it directly rather than relying on a summary (SF Treasurer).
Proposition M, approved November 5, 2024, changed the local business tax structure. The Small Business Exemption ceiling rose from $2,250,000 to $5,000,000 starting with tax year 2025, business activity categories were reduced from 14 to 7, the Commercial Rents Tax small business exemption is $2,325,000, the Homelessness Gross Receipts Tax applies above $25 million, and registration renewal and gross receipts filing deadlines are consolidated to the last day of February beginning in 2026, with estimated payments due April 30, July 31, and October 31 (SF Treasurer, Proposition M 2024 Business Tax Reform). These thresholds change; confirm them with the Treasurer for your filing year.
How Entity Setup Works at Omni Law P.C.
1. Structure conversation. Ownership, control, funding plans, tax posture, and the practical administrative load the owners will carry.
2. Formation filings. Articles, initial agent and office designations, and the initial Statement of Information within the statutory window.
3. Internal governing documents. Bylaws or an operating agreement, initial consents, share or membership records, and founder equity documentation.
4. Owner terms. Vesting, transfer restrictions, buyout mechanics, voting thresholds, and how new owners are admitted.
5. Registration and compliance calendar. State filings plus San Francisco business registration and renewal dates, so the deadlines sit somewhere other than a founder’s memory.
Omni Law P.C. does not maintain a San Francisco office. The firm serves San Francisco clients remotely, and the nearest in person location is the San Jose office at 99 S. Almaden Blvd., Suite 600, San Jose, CA 95113, roughly 50 miles south of the city. Details are on our locations page. Fee arrangements are described on our fee structure page.
Talk With a Business Organization Lawyer in San Francisco
If you are forming a company, adding an owner, converting an entity, or discovering that the paperwork does not match how the business actually runs, an early structural review is usually the least costly moment to fix it.
Call Omni Law P.C. at (408) 418-5623 or reach us through the contact page to discuss your San Francisco entity. Information on this page is current as of August 2026 and is general information rather than tax advice.
Legal Disclaimer
This page is for general information only and does not constitute legal advice. Reading it or contacting Omni Law P.C. does not create an attorney-client relationship. Laws change and outcomes depend on the specific facts of each matter, so you should speak with a licensed California attorney about your situation before acting. Prior results do not predict or promise a similar outcome in any future matter.
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Whether you require assistance with contract negotiation, trademark registration, or mergers and acquisitions, we provide strategic legal advice tailored to your unique needs. Contact us today at (408) 418-5623 to see how we can provide the legal support to help you achieve your business objectives.
Frequently Asked Questions
What does it cost to form an entity in California?
By statute, LLC articles of organization are $70 and a Statement of Information is $20 (Cal. Gov. Code § 12190). Articles of incorporation with shares are $100, with a $20 Statement of Information and a $10 name reservation (Cal. Gov. Code § 12186). Confirm posted amounts with the Secretary of State before filing.
What ongoing California tax does a new entity owe?
LLCs owe an $800 annual tax paid with FTB 3522, plus an income-based fee once total California income reaches $250,000 (Franchise Tax Board, LLC). Corporations owe an $800 minimum franchise tax, though newly incorporated or qualified corporations are not required to pay it in their first taxable year for years beginning on or after January 1, 2020 (Franchise Tax Board, Corporations). This is general information, not tax advice.
How often do I file a Statement of Information?
An LLC files within 90 days of filing its articles and biennially thereafter (Cal. Corp. Code § 17702.09). The Secretary of State states that stock corporations file annually while nonprofit corporations and all LLCs file every two years (CA SOS FAQs).
Do I file my bylaws or operating agreement with the state?
No. The Secretary of State states that bylaws and operating agreements are not filed with the agency and are kept as internal governing documents at the entity’s principal office (CA SOS FAQs).
What happens if I miss a Statement of Information?
The Secretary of State gives notice, and after 60 days of continued delinquency it notifies the Franchise Tax Board, which assesses a penalty (CA SOS FAQs).
Do I also have to register with the City of San Francisco?
A business must register with the San Francisco Treasurer within 30 days after commencing business in the city (SF Treasurer), and corporations, LLCs, LPs, and LLPs must register with the State before registering locally (SF.gov).
Can I be in a partnership without meaning to be?
Yes. Two or more persons associating to carry on as co-owners a business for profit form a partnership whether or not the persons intend to form a partnership, and sharing profits raises a rebuttable presumption subject to enumerated exceptions (Cal. Corp. Code § 16202).