California LLC Statement of Information

Last updated on: August 7, 2021

What Is a Statement of Information?

Every LLC doing business in California is required to report to the state on a regular basis. One such report is called the Statement of Information, though in most states it’s referred to as the annual report.

The main purpose of this report is to provide up-to-date information about your company. The two terms may sometimes cause confusion, especially for beginners, but both of them refer to essentially the same document.

This document is highly essential despite being wholly informative in its nature. As such, the timely filing of the Statement of Information becomes vital when a company switches registered agents.

The registered agent deals with all formal correspondence, so it’s imperative to provide the state with the latest relevant address of the agent. Plus the company will only benefit from providing the Secretary of State office with valid information since potential partners, customers, and investors will be able to find your LLC through the SOS database. 

Regardless, filing regular reports is a mandatory requirement. This article further examines the basics of the Statement of Information filing to clarify the process of starting your LLC and help you avoid legal issues along the way. 

How to Complete the Statement of Information California

To file the Statement of Information, you must first find California Form LLC-12 on the Secretary of State website and complete it. The form is used for both Foreign LLC and domestic LLC in California

If you are submitting the Statement of Information for the first time, all fields on the form will be blank. When filing for the first time, leave your Statement of Information form blank. Subsequent filings and company updates will only require revision of the existing information and necessary amendments. 

As per annual reporting requirements, a California Statement of Information form must include the following information:

  • entity’s legal name;
  • California SOS 12-digit file number;
  • place (state and/or county) of registration (only applicable for foreign LLC);
  • business type;
  • physical and mailing addresses of the company’s headquarters;
  • name and address of the owner/chief executive officer;
  • names and addresses of all owners and managers (in case you need additional pages, use form LLC-12A);
  • registered agent info;
  • organizer’s name and address.

Form LLC-12A also includes detailed guidelines and additional info to help you avoid any clerical issues. As long as you gather the required information beforehand, fill it out correctly, and file on time, you won’t have any problems.

Previously, the procedure allowed you to simply check the appropriate box in the form in cases when no changes had occurred in the company since the previous submission. The new procedure requires you to fill out the form LLC-12NC designed specifically for such cases.

When to File the Statement of Information LLC

Broadly speaking, there are two types of statements of information, each with its own filing deadlines:

  • the first statement of information should be filed within 90 days of your company’s registration with the state;
  • the ongoing statement of information should be filed every 2 years; keep in mind that you can’t simply file the documentation whenever you see fit since its due date is the same as your original registration date.

If you don’t remember the exact registration date, you can clear it up by:

  • checking your articles of organization;
  • checking the Secretary of State database.

Given that due dates for different types of statements of information can be a bit confusing, let’s examine the rules through a clear example. Let’s say that your LLC’ was approved on July 15th 2018 which establishes the following:

  • July 15th 2018 is your registration date;
  • October 13th 2018 is the due date for the filing of the first statement since precisely 90 days have elapsed since July 15th;
  • July 15th 2020, July 15th 2022, July 15th 2024 etc is the due date for the filing of your ongoing statements.

Certain internal changes in the company may also require you to file the CA LLC Statement of Information outside of the normal filing period. These include changes in the following:

  • entity’s name;
  • primary field of operation;
  • physical and/or mailing address;
  • registered agent info;
  • membership group/managerial body/chief executive officer info and addresses;

Keep in mind that a company is required to file a Statement of Information even if it was inactive since the previous filing. 

How to File the Statement of Information

There are three main methods of filing Statements of information (LLC-12 Form) with the Secretary of State office: online, via post, and in person.

The filing fee of $20 is applied to all methods of submission except in cases when you submit your Statements of information outside of the normal filing period to inform the state of internal changes. 

The processing times for Statements of information mainly depends on the filing method and the workload of the Secretary of State office. Online filings are typically processed faster while in-person filings are prioritized over mail filings.

Online

Online filings are usually the fastest and most accessible. Submitting your SOI involves the following steps:

  1. find the BizFile page on the Secretary of State website;
  2. in the online filing tab select the LLC option and then the Statements of information;
  3. use your LLC name or 12-digit ID to find your company in the database;
  4. proceed registration and accept the confidentiality agreement;
  5. fill out and submit the form.

This option allows you to pay the mandatory $20 filing fee using your credit or debit card.

By Mail

After you have downloaded the Statements of information form found on the Forms, Samples and Fees page on the Secretary of State website, proceed to carefully fill it out (digitally or by hand) and submit the $20 filing fee through wire transfer or by issuing a check. All documentation including proof of payment should be mailed to this address:

Secretary of State
Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-2300

In-Person

Residents and visitors of Sacramento can file the paperwork in person by visiting the Secretary of State office at the following address: 1500 11th Street, Sacramento, CA 95814.

What Happens if You Don’t File?

If you do not file your CA LLC statement of information, you are risking a penalty of $250 as well as suspension, meaning you won’t be able to do business in California. However, it’s possible to alert the state of potential late filing with Form PRD-1 if you know for sure you won’t be able to submit the SOI in time. This can be done only within 30 days of your first late warning and notice of penalty.

Does the State Send Reminders?

The California Secretary of State office does not provide official reminders or alerts for either the SOI or other filings. Keeping track of all deadlines remains to be a part of your own business requirements, while the state only sends alerts of late filing after the fact.

Can I Hire a Service to Handle it?

Business owners take on an immense responsibility by starting a company, from conducting market analytics and respond to its fluctuations to finding new paths for development signing contracts, and holding onto a myriad of little details.

It’s only natural that many owners simply don’t have time to check filing guidelines and due dates. Thankfully, professional LLC services have become even more affordable, and many entrepreneurs choose formation services to handle most of the internal documentation instead of hiring expensive lawyers.

In addition to helping you establish your entity, online formation companies provide other maintenance services for an additional fee, including:

Not every online service provider is bound to be reliable. Choosing a reputable service can guarantee long-term success for your company, so it’s best to pick one of the top 5 online providers like ZenBusiness.

Their base package starts at $39 and includes a registered agent service and operating agreement template, while their mid-tier $149 plan can help you acquire EIN, speed up the filing process, and take care of your Statements of information.

Subscribing to one of their plans is of course more expensive than dealing with the formation on your own, but keep in mind that the state penalty for missing filing deadlines is considerably steeper.

On top of that, working with a reputable formation service provider may improve your business in the long run and secure your positive in the industry.

Senior Business Tax Writer, etc
Jean Wilson Murray
https://bestllcservices.co/
(323) 789-5289
Senior Business Tax Writer, etc
Jean Wilson Murray

In this IncFile vs ZenBusiness review, we're going to compare two of the most popular LLC formation services based on pricing, features, and drawing out differences and similarities to let you see which is most suitable for you and your business.

You can learn more about @Mike here.

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