LLC 12R: Everything You Need to Know
An LLC-12R is often called the Statement of Information, or SOI, form and it must be filed bi-annually by all LLCs with the California Secretary of State.3 min read
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.
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.
If you need help filing an LLC 12R for your business, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.