Key Takeaways

  • Form LLC-12 (Statement of Information) is required for all active and foreign LLCs registered in California.
  • The form must be filed within 90 days of registration and every two years thereafter.
  • Two forms exist: LLC-12 (for updates/changes) and LLC-12NC (no changes).
  • Filing late or with incorrect information may result in penalties up to $250 and possible suspension.
  • All information provided—including addresses and member names—becomes public record.
  • The filing fee is typically $20, with optional fees for copies and attachments.
  • Failure to use the correct or current version of the form can cause rejection by the Secretary of State.
  • Privacy-conscious LLCs should consider listing a registered agent or business address instead of a home address.

Form LLC-12 helps the state to track changes in addresses, agents, managers, and members of Limited Liability Companies. The form, formerly called LLC-12R, is also known as the Statement of Information, or SOI, form. The California Secretary of State requires all LLCs to submit this form every two years. Details about statutory filing can be found in the California Corporations Code section 17060.

Which Companies File Form LLC-12?

All companies actively doing business in California are required to file the form including Foreign LLCs (formed outside California).The form should be completed in case any of the following details have changed since the last filing: 

  • The name of the company.
  • Its street address.
  • The name or address of its agent.
  • Its type of business.
  • The name or address of the CEO, manager(s), and member(s).

A different form called the LLC-12NC is filled out in case there are no changes in the company's info.Only companies whose status is “active” can file Form LLC-12. Be sure to check your company's status. Companies that have not filed LLC-12 forms for a number of years are likely to have their status “forfeited” or “suspended.” To re-activate your company, contact the Franchise Tax Board, or FTB.

When to File an LLC-12 Form

All LLCs are required to file form LLC-12 within 90 days of filing the company's original Articles of Organization or Application for Registration and every two years thereafter. Companies are mandated to file the form at the due time whether the company is actively conducting business or not.

It is important for an LLC not to miss its filing deadline for the Statement of Information form because there is a $250 fine for late filing according to Sections 17713.07(b) and 17713.09 of the California Revenue and Taxation Code Section 19141.

Understanding Filing Frequency and Deadlines

California LLCs must file their initial Form LLC-12 within 90 days of registering with the Secretary of State and then every two years thereafter, based on the LLC’s registration year.

  • If your LLC was registered in an even year, subsequent filings are due every even year; if in an odd year, they are due every odd year.
  • The filing window includes the month of registration and the five months before it, allowing businesses flexibility in filing on time.
  • Biennial filing applies to LLCs and limited partnerships because their management structures tend to change less frequently than corporations, which must file annually.

Missing these deadlines can trigger automatic penalties and may cause your business to lose its “active” status with the state.

How to File Form LLC-12

Any authorized company member can file the form. Obtain Form LLC-12 from the California Secretary of State's website. You can complete the form online or send the duly filled form with the payment of $20 to the Secretary of State. Care should be taken to complete every field.

The first filing should generally be comprehensive, but on subsequent filings, if little information has changed, you can save time by checking the box "No Change Statement" enabling you to skip portions of the form.

Companies with more than one manager or member should attach the details of additional managers and members to their LLC-12 forms using the Attachment to Statement of Information, also known as Form LLC-12A.

Filing Fees, Penalties, and Submission Methods

The standard filing fee for Form LLC-12 is $20, payable to the California Secretary of State. If you need copies of your filed Statement of Information, expect to pay $1 for the first page plus $0.50 for each additional attachment page.

If you miss the filing deadline, penalties can range from $250 to $500, depending on how late the filing is. In severe cases, your LLC may be administratively dissolved or suspended until compliance is restored.

You may file Form LLC-12:

  • Online: through the California Secretary of State’s website.
  • By Mail: sending the completed form and payment to the Sacramento office.
  • In Person: recommended if proof of filing is needed urgently; alternatively, use a filing agent to submit in Sacramento on your behalf.

For expedited service, extra fees apply, so always check the current fee schedule before submission.

A Guide on Form LLC-12 Fields 

Fill out the form as described below.

  • Item 1
    Enter the name of your LLC exactly as it appears on the record with the California Secretary of State.
  • Item 2
    Enter the exact LLC number issued by the California Secretary of State.
  • Item 3
    Fill in the state or place under whose laws the LLC was incorporated.
  • Item 4
    Check this box if your company's info has not changed since the last filing and move to Item 15. Otherwise, fill out the whole form.
  • Item 5
    Fill in your company's street address, city, state, and zip code. For all address fields in this form, P. O. Box addresses, use of "c/o" and abbreviation of state or city names is not allowed.
  • Item 6
    If the company's mailing address is different from the address filled in Item 5, enter it here.
  • Item 7
    Fill this field if your LLC was formed under the laws of California. The street address, city, and zip code are required as stated in Section 17057(a).
  • Item 8
    If the company has a Chief Executive Officer, enter his or her complete work or residential address here.
  • Items 9-11
    Fill in the names and business or residential addresses of any managers of the LLC.
  • Item 12
    Fill in the name of the company's agent for service process. The agent is a California resident — whether individual or corporation — designated to accept service of process on behalf of the company in case it is sued. If your company's designated agent for service of process is an individual, go ahead and fill in both Items 12 and 13, otherwise, skip Item 13.
  • Item 13
    Enter the agent's California business or residential street address.
  • Item 14
    Describe the principal business activity of your company.
  • Item 15
    Enter the name and title of the person who has completed the form and the date of completion.

Public Information and Privacy Considerations

Information disclosed on Form LLC-12—including the names and addresses of the LLC’s managers, members, and agent for service of process—is part of California’s public record. Anyone can access this data through the Secretary of State’s online database.

This transparency can raise privacy concerns for LLC owners who operate from home or wish to keep personal addresses confidential. To reduce exposure:

  • Use a registered agent’s business address for official correspondence.
  • Avoid listing personal addresses when possible.
  • Regularly review public records to ensure no outdated personal information is displayed.

California requires listing all members or managers, even if they are not involved in daily operations, so LLC owners should plan ahead before filing.

Common Filing Errors and How to Avoid Them

Form LLC-12 filings can be rejected if details are inaccurate. The Secretary of State enforces strict formatting and identification rules—your company name, registration number, and jurisdiction must match state records exactly, including punctuation.

Common mistakes include:

  • Using an outdated version of the form.
  • Omitting attachment pages when listing multiple members.
  • Providing incomplete addresses or abbreviating state names.
  • Failing to update agent information after personnel changes.

Always verify that you are using the most recent version of Form LLC-12, available directly on the Secretary of State’s website, to prevent rejection and costly delays.

Frequently Asked Questions

  1. What’s the difference between Form LLC-12 and LLC-12NC?
    Form LLC-12 is for initial and amended filings that include changes, while LLC-12NC is a simplified version for filings with no changes since the last report.
  2. How often do I need to file Form LLC-12?
    Every two years, within the six-month window around your registration anniversary month.
  3. Can I protect my privacy when filing Form LLC-12?
    Yes. Use a registered agent’s business address instead of your own and avoid listing personal contact information.
  4. What happens if I don’t file on time?
    You may face a $250 penalty and risk suspension or forfeiture of your LLC’s active status.
  5. Can I file online?
    Yes. The California Secretary of State provides an online submission system, which is the fastest and most efficient way to file.

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