Form LLC 12R, which is now called LLC 12, is also referred to as the Statement of Information (SOI) form. It's a document that serves as an annual report, and is required by the California Secretary of State to be filed every other year. Other states may refer to this form as an Biennial Report or an Annual Report. It's required even if the LLC has not been actively conducting business.

This form serves to keep information current with regard to the state records, including address changes of the LLC, registered agent, officers/managers, owners/members, and CEO. Businesses that are formed outside of California must also file this form.

Facts About California's Form LLC 12R

  • You may fill out form LLC-12NC if everything is the same as when the entity was first registered, or when the form was last submitted.
  • The LLC status must be active to file LLC 12.
  • If you need to check the LLC status, you can find it at the Business Search section of the Secretary of State's website.
  • Your entity may be suspended or forfeited if you have not filed the LLC 12 in several years.
  • You can resolve the status of a suspended or forfeited LLC with the California Franchise Tax Board.
  • The fee for filing the LLC 12 Form is $20, and checks should be made out to the Secretary of State.
  • If you are filing late, a waiver may be requested with Form PRD-1, a Request for Waiver of Liability within 30 days after receipt of a notification of liability. This must include an explanation for the reason the document was late.

Do You Need to File Form LLC 12?

The Secretary of State in California requires every LLC that is registered as a domestic or foreign company to file the Statement of Information within 90 days after its original Articles of Organization are filed. It must be done every two years thereafter. It must be filed during the month its Articles of Organization were filed, or five calendar months preceding. It must also be filed when any changes take place such as CEO, members, managers, the company itself, and their names and addresses.

If your business has not filed Form LLC 12, you may receive a penalty notice. A reminder postcard is usually sent out 90 days before the LLC's deadline. Unfortunately, there is no leniency from the Secretary of State over failure to file on a timely basis, even if such reminder was never received. If this happens, a $250 penalty may be assessed.

The steps for filling out form LLC 12R are as follows:

  1. Enter the LLC's name just as it appears on the record filed at the CA Secretary of State.
  2. Next, enter the number issued to the LLC by the Secretary of State.
  3. Enter the state where the LLC is organized presently.
  4. Fill in the whole street address, city, and zip code of the LLC's main office. This must not be a P.O. Box and you may not abbreviate the city's name.
  5. If there is a different address within the state of California for an LLC registered elsewhere, enter it here.
  6. Fill in the complete business/home address of the CEO, if there is one. Again, do not abbreviate the city name.
  7. Fill in the name and business/home addresses of each manager of the LLC. If there are no managers, use the business/home addresses of each member.
  8. Manager/member home/business address.
  9. Manager/member home business address. If more space is needed, attach a separate sheet.
  10. An agent for service of process, who must agree to accept this responsibility, needs to be appointed within the state of California. If that designated agent is a corporation, enter it here.
  11. If the designated agent is an individual, include that person's name and business/home address on this line.
  12. On this line, you must describe the business's general type and purpose, along with a brief description of its business activity.
  13. Enter the name and title of the person who completed the form, and the date it was completed.

Form LLC 12 may be delivered in person at the Sacramento office of the California Secretary of State. It may also be sent by mail to the address found on the Secretary of State website. Be sure that if the form is hand written, it is legibly filled out in blue or black ink.

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