Key Takeaways

  • Every limited liability company in California must file a Statement of Information (Form LLC-12) with the Secretary of State within 90 days of formation and every two years thereafter.
  • The Statement provides updated information about the LLC’s addresses, managers, members, and agent for service of process.
  • You can file the California LLC Statement of Information online, by mail, or in person for a $20 filing fee, and you must pay an additional $250 penalty if the form is late.
  • LLCs must keep their information current—an updated Statement of Information is also required whenever the company’s name, address, or management changes.
  • Failure to file can result in suspension by the Secretary of State and the Franchise Tax Board, preventing the LLC from legally doing business in California.
  • Filing reminders, copies, and online tracking tools are available through the California Secretary of State’s BizFile portal.

California LLC Statement of Information

A California LLC Statement of Information is an annual report that a limited liability company must submit to the Secretary of State biannually. The Statement of Information must be filed using LLC-12 (previously called LLC-12R) within 90 days of submitting the LLC Articles of Organization and every two years thereafter, even if no business has been conducted during the period in question. Form LLC-12 provides public information about the business and is required for all LLCs that do business in California, regardless of their home location.

The filing period for this document includes the month in which the LLC was created and the five previous months. For example, an LLC that submitted its Articles of Organization on July 15, 2017, will have to file Form LLC-12 between February 1 and July 31, 2019. Companies that fail to file during this period are subject to a $250 penalty and suspension of the right to do business in the state. If you expect you won't be able to file on time, you can submit Form PRD-1 within 30 days of receiving your first late warning to request a waiver of the late filing penalty. This official legal document requires a thorough explanation of your reasons for the late filing along with an original signature.

If you haven't filed Form LLC-12, you can check whether your status is suspended with the Secretary of State business search. If your LLC is suspended or forfeited, you must contact the California Franchise Tax Board (FTB) either online or by phone.

Purpose and Importance of the Statement of Information

The California LLC Statement of Information serves as the state’s way to maintain current, public records of key company details. It verifies essential data such as your LLC’s business addresses, principal officers, managers, and registered agent. This ensures that anyone—including the public, government agencies, or legal entities—can contact your company when necessary.

The filing is not optional. Even if your business hasn’t started operations, you must file the Statement within 90 days of forming your LLC and every two years thereafter during the appropriate filing window. Missing this requirement can lead to your LLC being listed as “not in good standing”, which affects your ability to obtain financing, enter contracts, or defend your business in court.

LLCs must also file an updated Statement of Information any time there is a significant change, such as:

  • A new business address or mailing address
  • Changes in management (new or departing members or managers)
  • Appointment of a new registered agent
  • A change in the type of business activity

This proactive reporting keeps your LLC compliant and prevents penalties from the Secretary of State or Franchise Tax Board.

How to Complete the Statement of Information

Any LLC member or employee who has been approved by the company to do so can complete Form LLC-12. If your information has not changed since the last submission, check the box under No Change Statement. If this is your first filing or you have changes to make, complete the form as follows:

  • Enter the official business name on record with the state in Item 1.
  • Enter the official state LLC number in Item 2.
  • Enter the state where the LLC was formed in Item 3.
  • If no information has changed since the last filing, check the box in Item 4 and skip ahead to Item 15. 
  • In Item 5, enter the full address of the LLC's main executive office, with no city abbreviations or PO Boxes permitted. 
  • If the mailing address is different than the office address, enter it in its entirety in Item 6. 
  • If the LLC was formed in California, enter the state mailing address in Item 7.
  • Enter the CEO's complete mailing address (residential or business) in Item 8.
  • In Items 9 to 11, enter the names and business addresses of all appointed or elected managers, or the LLC members if it has no managers. You can attach additional pages to complete this section if necessary.
  • In Item 12, enter the name of the agent for service of process. This person is a California resident who has agreed to accept legal papers, including lawsuits, on behalf of the LLC. It can be an individual or corporation that has registered with the Secretary of State, but an LLC is not permitted to act as its own agent. 
  • If the agent is an individual, complete Item 13 only with the person's California business or residential address. If the agent is a corporation, complete Item 14 only. with a description of the business.
  • In Item 15, enter the name of the individual who completed the form and the date. 

Common Mistakes to Avoid When Filing

Many LLCs face penalties because of preventable errors during filing. When completing Form LLC-12, keep these tips in mind:

  1. Check the Filing Period: You must file during your specific filing window—the month your LLC was formed and the preceding five months.
  2. Use Correct Addresses: Always provide a physical address for your principal office—no P.O. boxes are allowed.
  3. List All Required Members or Managers: Failure to include every manager or member can lead to rejection.
  4. Verify the Registered Agent: Ensure the agent’s name matches the record on file and that they are available to accept service of process.
  5. Avoid Incorrect Form Versions: The correct form for LLCs is Form LLC-12, not corporate forms like SI-550 or SI-100.
  6. Don’t Skip the Signature: Only authorized individuals—such as a member, manager, or designated employee—may sign the form.

If you have no changes from your last filing, you can check the “No Change” box instead of re-entering all details, but you must still submit the form and pay the fee.

How to File the Statement of Information

You can mail Form LLC-12 to the Secretary of State office, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300. To receive a receipt for your submission, send a check for $1 for the first page and 50 cents for each additional page, along with a return receipt request and a self-addressed stamped envelope. You can include one extra copy to be endorsed and filed for free; additional enclosed copies can be certified at a cost of $8 each.

You can download the form directly from the Secretary of State website. Processing time is typically a few weeks. You can also submit the form in person at 1500 11th Street, Sacramento. You can opt to either pick up your receipt or have it mailed. With either method of submission, you must enclose a check or money order for $20 payable to the Secretary of State. 

Filing Methods, Fees, and Processing Times

There are three ways to file the California LLC Statement of Information:

  1. Online:
    • File directly at bizfileonline.sos.ca.gov.
    • Instant submission and confirmation.
    • $20 filing fee payable by credit card or eCheck.
  2. By Mail:
    • Mail to: Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300.
    • Include a check or money order for $20 payable to the Secretary of State.
    • Processing can take several weeks.
  3. In Person:
    • Deliver to: 1500 11th Street, Sacramento, CA 95814.
    • You may pick up your receipt immediately or have it mailed.

You can request certified copies for $8 per copy and pay $1 per page if you want an endorsed receipt mailed back to you. All payments should be accompanied by a self-addressed stamped envelope.

Penalties for Late or Missing Filings

Failure to file your California LLC Statement of Information on time results in a $250 late fee, assessed by the Franchise Tax Board. Continued noncompliance may cause your LLC to be suspended or forfeited, which legally disables your business from operating or entering contracts.

To reinstate a suspended LLC, you must:

  • File the missing Statement(s) of Information.
  • Pay any outstanding penalties and the $20 filing fee per form.
  • Resolve tax issues with the Franchise Tax Board.

If you have a valid reason for late filing—such as administrative error or health emergencies—you may submit Form PRD-1 to request a penalty waiver within 30 days of notice, accompanied by supporting documentation and a written explanation.

How to Verify and Track Your LLC Status

You can check your LLC’s compliance or suspension status anytime using the California Secretary of State’s Business Search Tool. Simply search by your LLC’s name or entity number to confirm whether your Statement of Information is current.

If your status shows as “Suspended” or “FTB Forfeited,” contact the Franchise Tax Board to determine what filings or payments are missing. Once you file the required statement and settle outstanding taxes, your LLC can be reinstated and resume normal business operations.

Frequently Asked Questions

  1. How often do I need to file a California LLC Statement of Information?
    Every two years, starting within 90 days of LLC formation. You must also file an updated statement whenever business details change.
  2. What is the filing fee for Form LLC-12?
    The standard filing fee is $20. Certified copies or endorsements cost extra.
  3. Can I file the Statement of Information online?
    Yes. You can file instantly at the California Secretary of State’s BizFile Online portal and receive confirmation immediately.
  4. What happens if I don’t file on time?
    You may face a $250 penalty and eventual suspension of your LLC’s rights to operate in California.
  5. Do out-of-state LLCs doing business in California also need to file?
    Yes. All LLCs registered to transact business in California—domestic or foreign—must file Form LLC-12 with the Secretary of State.

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