All newly formed California LLCs must file a Statement of Information (Form LLC-12) with the California Secretary of State within 90 days of the date the LLC files its Articles of Organization. The Statement of Information’s purpose is to make general information about the LLC available to the public. Foreign LLCs (an LLC formed outside California) that do business in California must also file an initial Statement of Information. To learn when a foreign LLC is doing business in California see the article by LLC attorneys Richard C. Keyt, JD, MS (accounting), and Richard Keyt, JD, LL.M. (federal tax law) called “Warning for Non-California LLCs that Have Members, Managers or Agents in California.”
When to File the Statement of Information
The first Statement of Information must be filed with the California Secretary of State within 90 days of the date the California LLC filed its Articles of Organization. After filing the LLC’s first Statement of Information, the LLC must file the Statement of Information every other year during the LLC’s applicable filing period. The applicable filing period is the calendar month in which the Articles of Organization were filed with the California Secretary of State and the five preceding months. For example, if a California LLC filed its Articles of Organization on December 1, 2014, the first Statement of Information must be filed not later than 90 days thereafter and future Statements of Information must be filed every two years beginning July 1st and ending December 31st of each second year (2016, 2018, etc.). This form is required even if the LLC is not actively engaged in business. The penalty for not filing by the deadline is $250.
How to Complete the Statement of Information
Anyone with authority within the LLC is able to compete this form. During the subsequent filings, if information has not changed, it is possible to check a box under “No Change Statement.” This allows the person filing to skip the majority of the form. Below is a list of the information necessary to complete the Statement of Information.
- Name of the LLC, as recorded with the California Secretary of State.
- LLC number issued by California.
- Name of the state in which the LLC is organized (only required if formed outside California).
- Street address of the LLC’s principal office (not a P.O. Box).
- Mailing address (if different than principal office).
- Street address of the California Office
- For domestic LLCs: address of the office in California that must be maintained under California Corporations Code Section 17701.13.
- For foreign LLCs: address of the principal office in California (not a P.O. Box). Note: This is only required if an address is available.
- Name and address of the chief executive officer, if any. The address may be business or residential.
- Name and address of any managers. If no manager has been appointed, then use each member. These addresses may be business or residential, and may be separately attached to the Statement of Information.
- Name of the agent for service of process in California. An agent is an individual or corporation that resides in California, and that has been designated to accept service of process if the LLC is sued. This agent must have agreed to act in this capacity.
- If the agent is a corporation, the corporation must have filed under California Corporations Code Section Section 1505 with the California Secretary of State. The LLC cannot act as its own agent.
- If an individual, a business or residential address is necessary. A P.O. Box is not allowed.
- Brief description of the principal business activity of the LLC.
- Name and title of the person completing the form.
How to File the Statement of Information
File the Statement of Information with the California Secretary of State by one of the following methods:
Mail: If sent by mail send the form to Secretary of State, Business Entities, P.O. Box 944228, Sacramento, CA 95814.
Hand Delivery: If delivered in person go to Secretary of State, 1500 11th St., 3rd Floor, Sacramento, CA 95814.
Include a check payable to the California Secretary of State for the $20.00 filing fee. No fee is required if the Statement of Information is being filed only to reflect recent changes and it is filed outside the applicable filing period.
The Statement of Information Form LLC-12 is a relatively simple form, but it critically important that every California LLC file the form not later than every filing deadline. We recommend that you create a tickler system so you do not forget to file the initial Statement of Information and the later filings due once every two years.