Key Takeaways

  • A Statement of Information (Form LLC-12) keeps an LLC’s ownership and contact information current with the California Secretary of State.
  • LLCs must file the form within 90 days of registration and every two years thereafter, or when significant changes occur.
  • The form lists essential details like the LLC’s address, Registered Agent, business activity, and management structure.
  • Failure to file can result in penalties, suspension, or administrative dissolution by the state.
  • Some information disclosed becomes public record, which has implications for business privacy.
  • Filings can be made online, by mail, or in person, with specific rules for initial and biennial submissions.
  • Updates to members, managers, or the business address require an updated Statement of Information filing even before the next scheduled biennial filing.

Statement of Information LLC

The Statement of Information LLC (SOI) is known as Form LLC-12 in California. The SOI acts as an annual report form that must be submitted to the California Secretary of State every two years. Note that other states refer to this as a Biennial Report or Annual Report.

The purpose of an SOI is to keep up-to-date information about an LLC and alert the state to any changes in the LLC’s CEO, Registered Agent, address, and officers’, members’, and managers’ addresses and names.

Previously, the LLC-12 was referred to as form LLC-12R; form LLC-12R is no longer in use and has been replaced with the current form LLC-12.

Importance and Purpose of the Statement of Information

The Statement of Information serves as an official snapshot of an LLC’s structure and key representatives at a specific point in time. It ensures that the California Secretary of State and the public have accurate, up-to-date records about who owns and manages the business, who can receive legal notices, and where the company conducts business.

This filing plays an essential role in business transparency, allowing creditors, investors, and government agencies to verify legitimate entities. It also helps prevent fraud and misrepresentation by requiring businesses to disclose factual ownership and management information.

Failing to file or update the Statement of Information when required can have serious consequences, including monetary penalties, suspension of business rights, and eventual administrative dissolution of the LLC. The state may also classify the business as “not in good standing,” which can restrict its ability to enter contracts or obtain financing.

When to File an SOI/Form LLC-12

Within 90 days after registering with the California Secretary of State, LLCs must file Form LLC-12 with its first Statement of Information. Also, it must be filed when there has been any change in information since the last complete SOI has been filed.

The periodic filing is required every two years. The schedule is based on registration, meaning that if registration occurred during an even-numbered year, the periodic filing must be submitted every even year. If registration occurred during an odd-numbered year, then the periodic filing must be submitted every odd year.

The filing period is based on the initial registration month and can be filed anytime during the preceding five months.

Penalties for Late or Missed Filings

If an LLC fails to file its Statement of Information on time, the Secretary of State may impose a $250 penalty fee, in addition to placing the entity in a delinquent status until compliance is met. Continued non-compliance can lead to suspension or forfeiture of the LLC’s powers, rights, and privileges under California law.

Once suspended, an LLC cannot legally conduct business, file lawsuits, or protect its name until it files the missing form and pays all outstanding fees. To reinstate its good standing, the LLC must submit the overdue Statement of Information along with any penalty payments and, if necessary, apply for reinstatement through the Franchise Tax Board.

Filing Your Statement

You have filing options. You can print a copy of Form LLC-12 on the California Secretary of State’s website, fill it out, and send it to the California Secretary of State. Another option is to deliver it in person to the Secretary of State’s Sacramento office. At the moment, unfortunately, e-filing the form is not an option.

Note that the initial SOI document is required to be filed no later than 90 days after you registered your LLC with the Secretary of State. There is a $20 filing fee. Nationally, you must file the SOI in the state of organization and where the LLC is “foreign qualified” to do business.

In addition, there are requirements to file an updated SOI form, regardless of whether or not it is within the two year SOI timeframe, if any of the following changes occurred to the LLC:

  • The LLC’s name changed
  • The LLC's principal office changed its address
  • The Registered Agent’s name and/or address changed
  • There has been a change to the type of business or service that the LLC provides
  • There have been changes to the name or address of any CEO, member, or manager

Privacy and Public Disclosure Considerations

Information contained in a Statement of Information, such as the Registered Agent’s address, business location, and manager names, becomes part of the public record. While this transparency is useful for verifying legitimate businesses, it can also raise privacy concerns for LLC owners who use personal addresses.

To maintain privacy, many business owners choose to use a commercial registered agent or business mailing address rather than personal contact details. California law allows this, provided the address can accept service of process. Sensitive information such as tax ID numbers or financial data should never be included on the form, as it will be publicly accessible once filed.

Online and Alternative Filing Options

California now offers multiple methods for submitting Form LLC-12. While mailing or delivering paper filings to the Secretary of State’s Sacramento office remains an option, most LLCs can now file electronically through the California Secretary of State’s bizfile Online portal. Online filing is faster, provides instant confirmation, and allows easier tracking of due dates and submission status.

When filing online, users can upload required data and pay the $20 filing fee by credit card or electronic funds transfer. Paper submissions should include a check payable to the Secretary of State and mailed to the official filing address listed on the form instructions. Processing times may vary depending on submission volume, so it’s advisable to file several weeks before the deadline.

How to Complete the LLC-12 Form

For the Secretary of State to accept your LLC-12 form, you must complete every section of the form. It is strongly recommended not to use handwriting and type it instead because bad handwriting can be illegible, which the state may reject.

Here is a list of some, but not all, required information to put in an SOI:

  • The name of the LLC, as submitted to the Secretary of State SOS. If unsure, look on its website at kepler.sos.ca.gov.
  • The 12-digit LLC file number, as issued by the Secretary of State; this information is also available on the website.
  • A brief description of the LLC’s business activity, e.g., selling t-shirts to tourists.
  • The name and address of the company CEO, if applicable.
  • The Registered Agent. The Registered Agent is also known as the Agent for Service of process. This refers to a person or entity that, in the event your LLC will ever be sued, will be served a document on the LLC’s behalf. It’s important to note that this person or entity must be a California resident. If the Registered Agent is a person, you must fill out their name and California address. If the Registered Agent is a corporation, you will only fill out corporation’s name.

On the form, put the name and the title of the individual completing this form and date. Note that you cannot sign it electronically.

Tips for Accurate and Compliant Filing

When completing Form LLC-12, accuracy is essential. Even small errors—such as outdated addresses or typos in member names—can lead to filing rejections or compliance issues. The following best practices can help ensure a successful submission:

  • Verify your LLC name and file number exactly as they appear in state records.
  • Use the correct Registered Agent information, including full legal name and California street address.
  • List only active members or managers currently holding authority within the LLC.
  • Describe the business purpose briefly, focusing on the core activities of the company.
  • Keep copies of submitted forms and confirmation receipts for future reference.
  • If uncertain about details, consult a business attorney to avoid errors that may cause delays or expose the company to penalties.

Frequently Asked Questions

  1. What is the main purpose of a Statement of Information?
    It ensures the California Secretary of State and the public have accurate information about an LLC’s structure, management, and contact details.
  2. How often do I need to file the Statement of Information?
    You must file within 90 days of formation and then every two years based on the anniversary month of registration.
  3. Can I file my Statement of Information online?
    Yes. California’s bizfile Online system allows electronic filing for most LLCs, offering faster processing and confirmation.
  4. What happens if I miss the filing deadline?
    You may face a $250 late fee, loss of good standing, and potential suspension of your LLC’s rights until compliance is restored.
  5. Is the information I provide on the Statement of Information public?
    Yes. Most details, including addresses and member names, are public. You can protect privacy by using a registered agent’s address instead of a personal one.

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