1. What is the California Statement of Information for LLCs?
2. When to Submit the Statement of Information?
3. How to Fill Out the Statement of Information?
4. How to Submit the Statement of Information?

The California Secretary of State Statement of Information LLC refers to a requirement that applies to all newly-formed limited liability companies (LLCs) in California. Also known as Form LLC-12, it is an annual report that provides the Secretary of State with updated information about LLCs.

What is the California Statement of Information for LLCs?

According to California law, every newly-established California LLC is required to submit a Statement of Information to the California Secretary of State. This must be done within 90 days after the Articles of Organization are filed. The Statement of Information is also called Form LLC-12 or SOI form. Basically, it is annual report document that must be submitted once every two years. The purpose of the document is to update the companies' information with the Secretary of State. In turn, the Secretary of State will make the information available to the public.

When filing the Statement of Information, LLCs can update the names and addresses of their owners, business and mailing addresses, and information about their California registered agents. It is relatively easy to complete, but it is an important form that every California LLC must file on time. Out-of-state or foreign LLCs that are conducting business in California are also required to file the Statement of Information.

When to Submit the Statement of Information?

As mentioned earlier, the first Statement of Information must be filed within 90 days of the filing date of the Articles of Organization. After that, the LLC is required to submit the Statement of Information once every two years during the applicable filing period. The applicable filing period refers to the month in which the LLC files the Articles of Organization and the preceding five months.

If a California LLC submitted its Articles of Organization on December 1, 2016, for example, it is required to file the initial Statement of Information within 90 days thereafter and biennial Statements of Information between July 1 and December 31 in 2018, 2020, and so on. If the filing is done in an odd-numbered year, the biennial filing is due every subsequent odd-numbered year.

An LLC must file the Statement of Information even if it is not actively conducting business. Failure to file the Statement of Information on time will result in a penalty of $250. It can also cause the Secretary of State to forfeit or suspend an LLC's rights, powers, and privileges. An LLC is also required to file the Statement of Information whenever there is a change of information after the last filing.

How to Fill Out the Statement of Information?

Anybody who has authority in an LLC can complete the Statement of Information. If no information has changed since the last filing, the filer can just check the “No Change Statement” box to skip most of the form. In order to complete the Statement of Information, the filer must provide certain information, including:

  1. Name of the LLC
  2. LLC number
  3. State or jurisdiction in which the LLC is organized
  4. Complete street address of the LLC's principal executive office
  5. Complete mailing address of the LLC, if different from Item 4
  6. Street address of the LLC's office in California
  7. Name and address of the chief executive officer of the LLC, if any
  8. Name and address of each manager
  9. Name of the California registered agent
  10. Description of the main type of business the LLC is conducting
  11. Name and title of the filer and completion date of the form in typed or printed form

How to Submit the Statement of Information?

An LLC can submit the Statement of Information to the California Secretary of State either online, in person, or by mail. It is highly recommended that an LLC uses the online filing option because California is inefficient in processing documents and imposes a hefty delinquent penalty. To submit the Statement of Information in person, the filer has to go to the Secretary of State Office at 1500 11th Street, 3rd Floor, Sacramento, CA 95814. For mail delivery, send to Secretary of State, Statement of Information Unit, Post Office Box 944230, Sacramento, CA 95814.

Along with the Statement of Information, a check made out to the California Secretary of State for the amount of $20 must be submitted as the filing fee.

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