Form LLC-12 Basics: Everything You Need to Know
Form LLC-12 is a document that must be filed with your Secretary of State within 90 days after you have submitted your Articles of Organization.3 min read
Form LLC-12 is a document that must be filed with your Secretary of State within 90 days after you have submitted your Articles of Organization. Form LLC-12 is also commonly known as a Statement of Information.
Form LLC-12 Basics
All foreign and domestic LLCs are required to file a Statement of Information (SOI). This form should be filed with the Secretary of State, and it must be submitted within a 90-day period after you file your Articles of Organization. You will need to file a Statement of Information every other year during the correct filing period.
For a limited liability company, the filing period is the month where the Application for Registration or Articles of Organization were first filed and the five months directly preceding this date. If you registered your LLC in a year with an odd number, you will need to submit Form LLC-12 every odd-numbered year.
LLCs must file Form LLC-12 even if the company is not currently doing business when the filing period occurs. If you need to change information that was included in a previous SOI, you can submit a new form. If no changes have occurred, then you should complete and submit the LLC-12NC form.
In addition to a Statement of Information, this form has other frequently used names:
- Annual Report
- Biennial Report
The purpose of Form LLC-12 is to keep current information about your limited liability company. It is also used to report LLC changes, including:
- Your company's address
- Your LLC's Registered Agent
- The names and addresses of company members, managers, or CEO
At one point, this form was called LLC-12R.
If you have more than one member or manager in your LLC, you will need to provide information about these people on Form LLC-12A. This is also known as the Attachment to Statement of Information. Form LLC-12 and LLC-12A should be filed together. For example, you can reference California Corporations Code section 17060 for filing provisions.
LLCs are required to file a State of Information form in the state where the company was first organized and in any other state where they are registered to do business as a foreign LLC.
Filing Tips for Form LLC-12
To acquire Form LLC-12 in your state, you will need to request a copy from the Secretary of State's website. After the form is completed, you should mail the form and the required fee to the Statement of Information Unit. You can also deliver your completed Form LLC-12 in person. Unfortunately, the Statement of Information cannot be filed electronically.
If your LLC has not undergone any changes since you last filed Form LLC-12, you can complete Form LLC-12nc. LLCs must be active to file a Statement of Information. Your LLC can be suspended if you neglect to file your SOI for several years.
By visiting the Business Search provided by the Secretary of State, you can check an LLC's status. When an LLC is forfeited or suspended, it's possible to return the company to active status by resolving the issue with the state's Franchise Tax Board. You can contact the Franchise Tax Board by phone or by visiting their website.
Form LLC-12 Penalties and Fees
You will need to pay a $20 fee when filing Form LLC-12. If you pay by check, you should make your check payable to the Secretary of State.
If you are filing an SOI in order to report a change to your LLC, you will not need to pay a fee. You can get certified copies of your SOI by paying $1 for the first page and $0.50 for every additional page. You can have copies certified by filing them with your statement and paying an $8 fee. A $250 penalty may be charged if you file your statement late.
If you fail to file the required SOI, the Secretary of State has the ability to forfeit or suspend the privileges, rights, and powers of your entity. It's possible to avoid these penalties by filing a Request for Waiver of Liability. After you have received a liability notification, you will have thirty days to submit this waiver request. When you submit the waiver request, you need to explain why you were unable to file your Statement of Information on time. The reasons for your late filing must be “good cause,” and you will need to sign this waiver under penalty of perjury.
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