What Is the Difference Between LLC 1 and LLC 12

Key Takeaways

• Form LLC-1 is used to initially form an LLC in California, while Form LLC-12 is a periodic statement that updates the state on changes to the business’s key information.
• LLC-12 must be filed every two years, or when there are changes in the LLC's structure, addresses, or management.
• Failing to file Form LLC-12 can lead to penalties or suspension of the LLC.
• LLC-1 is the foundational form that establishes the business entity in California.
• Form LLC-12 filing is a compliance measure after formation, not part of the business formation itself.

Form LLC-12 Definition

Form LLC-12, also called a statement of information (SOI), is a report that LLCs are required to file with the Secretary of State of California every two years. Other states may call this document a biennial or annual report. The SOI provides contact information for the business and its CEO, registered agent, managers, officers, and members. This form was previously called LLC-12R.

In addition to the biennial filing, you'll need to update your SOI form at no charge any time any of the following changes:

• The LLC's name
• The LLC's main office location
• The Registered Agent's name or address
• The type of business or services provided
• The name or address of any CEO, member, or manager

The SOI form is designed to provide the public with general information about California LLCs. Companies that do business in the state but were formed elsewhere must file an initial SOI form.

Understanding Form LLC-1 and Form LLC-12

To better understand the role of Form LLC-12, it’s important to clarify what distinguishes it from Form LLC-1. Both are critical filings for California LLCs, but they serve different purposes at different stages of the business lifecycle:

• Form LLC-1 (Articles of Organization): This is the foundational document used to create a limited liability company in California. It includes essential information such as:

  • The LLC’s name
  • The registered agent’s details
  • Whether the LLC will be managed by members or managers
  • The purpose of the business (optional)

  Filing Form LLC-1 officially forms the LLC with the California Secretary of State. This is typically done only once at the beginning of the LLC’s life.

• Form LLC-12 (Statement of Information): Once the LLC is formed, Form LLC-12 keeps the state updated. It is required:
  • Initially within 90 days of LLC formation
  • Every two years thereafter
  • Whenever there is a change in the LLC's address, management, or agent

These forms are not interchangeable. Form LLC-1 establishes the LLC, while Form LLC-12 maintains accurate and up-to-date public records.

When to File Form LLC-12

New California LLCs must file their first SOI in less than 90 days of official business registration and submission of Articles of Organization. If this is an even-numbered year, you'll be required to refile in every even-numbered year; the same standard applies for odd-numbered years. Each filing period should cover the month of registration and the preceding five months. 

LLCs that have multiple members or managers must file Form LLC-12S, Attachment to Statement of Information, which lists all of their names and addresses. An LLC must file both Form LLC-12 and Form LLC-12A in every state where it is licensed to do business. 

How to File Form LLC-12

You can download and print the form from the California Secretary of State website. It should be sent to their statement of information unit with payment to this address:

PO Box 944230Sacramento, CA 94244-23000

You can also bring it to the Sacramento office at 1500 11th Street. This form cannot currently be e-filed.

If no changes have been made in the two years since you last submitted Form LLC-12, instead submit Form LLC-12nc. This is a simplified form asserting that nothing pertinent has changed since your most recent filling.

Your LLC must be active to complete a Form LLC-12 filing. You are required to do so even if you aren't currently doing business. If you have failed to file, the agency may suspend or forfeit your LLC. Check your status on the agency's Business Search website. If this has occurred, you must contact the California Franchise Tax Board either online or by phone to become active again

Filing Costs and Additional Fees

A $20 fee is required to file Form LLC-12, along with certified copy fees of $1 for the first page and 50 cents for each additional page. Submit an exact copy of the form to be endorsed and filed by the Secretary of State, which carries an $8 fee per copy. Enclose a check payable to the Secretary of State with your form submission; waive the fee if you are filing a second form before the two-year submission period is up.

Penalties for Failure to File Form LLC-12

An LLC can be charged a $250 penalty for late statements and reports. LLC status can also be suspended or forfeited. If you need more time, submit Form PRD-1 to request waiver of liability. This must be done within 30 days of liability notification. This is a legal document that explains the reasons for the late filing. You should receive a reminder postcard from the Secretary of State office within 90 days of your filing deadline. 

Information Needed for Completion of an LLC-12 Form

Required information for this form includes:

• The LLC's exact legal name
• The 12-digit LLC file number
• The state where the LLC was originally formed if applicable
• Business addresses
• Managers/members and their addresses
• The registered agent, who must reside in California, and his or her address
• The CEO's name and address if applicable
• The name and title of the person who filled out the form, the date it was completed, and an original signature (not an electronic signature)

You can look up any information you're not sure of on the Secretary of State website. 

What Is the Difference Between LLC 1 and LLC 12?

A common point of confusion is the difference between Form LLC-1 and Form LLC-12. Here’s a breakdown:

Understanding what is the difference between LLC 1 and LLC 12 helps business owners stay compliant and avoid costly penalties. Filing both accurately and on time is essential to keeping your LLC in good standing with the state.

Frequently Asked Questions

1. What is the main difference between Form LLC-1 and LLC-12? Form LLC-1 forms the LLC, while LLC-12 updates the state with ongoing information about the LLC.

2. When is Form LLC-12 due? It is due within 90 days of initial formation and every two years thereafter, or sooner if there are changes in company details.

3. Do I need to file LLC-12 if nothing has changed? Yes, but you can file Form LLC-12NC (No Change) instead, which is a simplified version of the standard form.

4. What happens if I don’t file LLC-12? Your LLC could face a $250 penalty and risk being suspended or forfeited by the Secretary of State.

5. Can I file both LLC-1 and LLC-12 online? LLC-1 can be filed online via the Secretary of State’s portal, but LLC-12 may still need to be mailed or delivered in person, depending on updates to state systems.

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