Key Takeaways

  • Form LLC-12R (now replaced by Form LLC-12) is California’s Statement of Information, required for all active domestic and foreign LLCs to update the state on key business details.
  • Filing is due within 90 days of initial registration and every two years thereafter, with the month based on the original filing date.
  • If no information has changed, LLC-12NC can be filed instead.
  • Filing can be completed by mail, in person, or using the California Secretary of State’s bizfile Online system for faster processing.
  • Late or missed filings can result in penalties, suspension, or forfeiture of the LLC’s status, though waivers may be requested in some cases.
  • The form requires details on the LLC’s name, file number, jurisdiction, addresses, managers/members, and registered agent.
  • Filing fees are generally $20 for biennial statements, $0 for changes only, and $8 for certified copies.

An LLC-12R is often called the Statement of Information, or SOI, form. It's a document that must be filed bi-annually by all LLCs with the Secretary of State's office in California. This document lets the state know of changes to the LLC's registered agent, CEO, managers, address, and members' names and addresses. While it used to be called form LLC-12R, this form no longer exists, and the new version is officially called form LLC-12.

Facts About California's Form LLC-12R

If all the information is the same as when the business first registered, form LLC-12NC can be filled out instead. The LLC's status must be active in order to file LLC-12. If there is uncertainty about the status of the LLC, it can be found on the Secretary of State's website in the business search section.

The entity may be forfeit or suspended if the LLC-12 hasn't been filed in a few years. If this is the case, the LLC's status can be reinstated with the California Franchise Tax Board. If LLC-12 is filed late, a waiver can be requested through Form PRD-1 30 days after the receipt of a notification of liability has been received. This includes an explanation stating why the document was late.

When and How to File Form LLC 12R Online

Today, the California Secretary of State encourages LLC owners to use bizfile Online to submit their Statement of Information for faster processing and instant confirmation. You can still file by mail or in person, but online filing eliminates postal delays and allows you to save a copy immediately.

Filing deadlines include:

  • Initial Statement: Due within 90 days of filing your Articles of Organization (Form LLC-1) or registering as a foreign LLC in California.
  • Biennial Statement: Due every two years, in the same calendar month as your initial registration.
  • Amendments: File a new statement any time your LLC’s information changes, such as a new registered agent or updated business address.

Important online filing tips:

  • Have your LLC’s 12-digit entity number ready (found on the California Business Search).
  • Use a supported browser and ensure you can download a PDF copy of your filing.
  • Payment for the $20 fee can be made by credit card when filing online.

Failure to file on time can result in a $250 penalty and suspension or forfeiture of your LLC’s powers, rights, and privileges until the statement is filed.

Instructions for Completing Form LLC-12R

Form LLC-12R can be found on the Secretary of State's website and looked at, filled out, and printed from the computer. Forms that are completed can be sent along with the appropriate fees to:

Secretary of State

Statement of Information Unit

P.O. Box 944230

Sacramento, CA 94244-2300

They can also be brought to the Sacramento office at 1500 11th Street, Sacramento, CA 95814.

If the form isn't filled out online, blue or black ink should be used to legibly complete the form. In no way should the form be altered. Each registered foreign and domestic limited liability company must file a Statement of Information with their state's Secretary of State within a maximum of 90 days after the original Articles of Organization is filed. The appropriate filing period for an LLC is the month when the original Application of Registration or Articles of Organization were filed.

Each limited liability company must file this statement even if they're not actively engaged in business during the time the statement is due. Any changes to information in the filed statement must be made by filing a new form. The statutory filing provisions can be found in section 17060 of the California Corporations Code unless it is indicated otherwise. Failing to file this Statement of Information by the date it's due will result in a $25 fine.

There is a $20 fee to file the initial or biennial Statement of Information. Checks can be made out to the Secretary of State. However, if the purpose of the filing is to change any of the information listed on a previous statement, no fee will be required. One copy of the statement will be endorsed by the Secretary of State if an exact copy is sent with the statement to be filed. The certification fee is $8 per copy.

The Statement of Information, or form LLC-12R, should be filled out as follows:

  • The preprinted name cannot be altered. If the name listed is not correct, include a statement saying what the correct name is and the date the name change was filed with the Secretary of State.
  • Don't change the preprinted file number. If this is blank, put the file number given by the California Secretary of State.
  • Don't change the preprinted jurisdiction. If this is not filled out, put the state where the LLC is organized.
  • Put the full address, including city and zip code, of the LLC's main executive office.
  • Don't abbreviate the city or use a P.O. box. The address will later be used for mailing purposes.
  • If the LLC is created under the state of California, put the full street address, city, and zip code of the main office.
  • Put the residential or business address of the chief executive officer.

If the agent is a corporation, it needs to have filed previously with the Secretary of State.

Detailed Field Requirements for Form LLC-12R

When completing the form—either online or on paper—you will need to provide the following information accurately:

  1. LLC Name: Must match exactly what’s on file with the Secretary of State. If incorrect, attach a statement with the correct name and the date of name change filing.
  2. Secretary of State File Number: Use the preprinted number or locate it via the state’s business search.
  3. Jurisdiction of Organization: The state or country where your LLC was formed.
  4. Business Addresses:
    • Principal executive office (cannot be a P.O. Box)
    • Principal office in California (if applicable)
    • Mailing address for service of notices
  5. Chief Executive Officer: Name and address of the CEO or top manager.
  6. Managers or Members: Names and addresses of all managers (for manager-managed LLCs) or members (for member-managed LLCs).
  7. Agent for Service of Process: Individual or corporate agent’s name and California street address. A corporate agent must already be registered with the state.

Filing Fee Notes:

  • $20 for initial and biennial statements.
  • No fee for information changes outside the biennial period.
  • Certified copies available for $8 per copy.

Frequently Asked Questions

1. Is Form LLC-12R still valid?

No. Form LLC-12R has been replaced by Form LLC-12, but the filing requirements remain the same.

2. Can I file Form LLC 12R online?

Yes. The California Secretary of State offers bizfile Online for faster filing, payment, and instant confirmation.

3. What happens if I miss the deadline?

Late filings can result in a $250 penalty and suspension or forfeiture of your LLC’s status until the statement is filed.

4. What if my LLC’s information hasn’t changed?

You may file Form LLC-12NC (No Change Statement) instead, provided all information on file remains accurate.

5. How often do I need to file?

You must file within 90 days of initial registration and every two years thereafter, in the same month as your original filing.

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