California Form LLC 12R

California form LLC 12R is also referred to as the Statement of Information or SOI. It is the annual report that the California Secretary of State uses for all LLCs. The document must be filed every two years. Other states refer to this type of document as either an annual report or biennial report.

The document itself has updated information regarding the LLC, including its name, address, registered agent, member names/addresses, and manager names/addresses. This form is necessary whether or not your LLC is actively conducting business or not.

If you operate as an LLC in another state but are qualified as a foreign entity to conduct business in the State of California, then you are still required to submit this form every two years. If you fail to file this document, then you will need to file Form LLC-12, which has a $20 filing fee.

When to File Form 12R

This form must be filed when filing the first Statement of Information, which is due within 90 days after registering your business with the Secretary of State and when any information has changed regarding your business. Therefore, you will submit your first LLC-12 form within 90 days after submitting your Articles of Organization.

Thereafter, you will file it every other year in that same calendar month. If, at any time, certain information regarding your business changes, then you will need to file an updated SOI form, even if it hasn’t been two years:

  • Changing the name of your LLC
  • Changing the office location of your LLC
  • Changing the registered agent name/address. This is also applicable if you keep the same registered agent but the address of the agent changes
  • Changing the industry in which your LLC operates
  • Changing member or manager names or addresses

If any of these changes are made, you will file an updated form and still file another form in the biennial month from when you initially formed your business.

How to File Form 12R

You can find a copy of Form 12R on the California Secretary of State’s website. Once you’ve completed the form, you can mail it to the Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300. The processing time for mailing the form takes up to several weeks. Therefore, if you need to have it processed sooner, you should hand deliver it by visiting the Secretary of State Sacramento office, which is located at 1500 11th Street, Sacramento, CA 95814. Unfortunately, you cannot file the document online.

Frequently Asked Questions

[1] What if I have no changes to report for my business?

If you have no changes to report, you can file Form LLC-12nc, which stands for ‘no changes.’

[2] What if I haven’t actually conducted business in a while in the state?

In order to file Form LLC-12, your business must be active. This doesn’t mean that you must be actively conducting business in the state, but rather that your business is active and in good standing. If you have failed to file this form in several years, then your entity might have already been suspended or forfeited. In order to find out if your business is still active, you can check your LLC’s status by visiting the California Secretary of State website and conducting a business search. If your business is in fact suspended or forfeited, you will need to work with the Franchise Tax Board in order to be reinstated as an active LLC.

[3] How much does it cost to file Form 12R?

As previously noted, it costs $20. If you wish to receive certified copies for safekeeping, then you will need to pay an additional $1 for the first page and $0.50 for each additional page. There is also a $5 certification fee for each copy in addition to the “per page” fees.

[4] Can I be penalized for not filing this form?

Yes, if you receive a penalty notice for not filing Form LLC 12R, then you will need to pay a fee of $250 in addition to the $20 fee when you file. Even if you do file this form late, the state can suspend or revoke your LLC business status. However, in order to prevent either of these issues, you can file Form PRD-1, which is a request for waiver of liability, within 30 days of receiving the penalty notice.

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