Form LLC 12: Everything You Need to Know
Form LLC-12 helps the state to track changes in addresses, agents, managers, and members of Limited Liability Companies. 4 min read
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 which 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.
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.
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.
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