Statement Of Information LLC: Everything You Need to Know
The Statement of Information LLC (SOI) is known as Form LLC-12 in California.3 min read
2. When to File an SOI/Form LLC-12
3. Filing Your Statement
4. How to Complete the LLC-12 Form
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.
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.
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
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.
If you need help with filing a statement of information, 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.