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File Online: Form LLC-12 Statement of Information for California LLC's

What is a California Statement of Information?

A Statement of Information (SOI), also referred to as an Annual Report, is a document that the Secretary of State requires all LLCs to submit, biennially (every two years). This form is required regardless of whether the LLC has been actively conducting business or not. It is called the California LLC-12 form. This document keeps up-to-date information about the LLC’s address, Registered Agent, CEO, Officers/Managers and/or members’ names and addresses.

When to File

The initial SOI must be filed within 90 days of registering your LLC with the Secretary of State, along with a $20 filings fee. Nationwide it is required to file the Statement of Information in the state in which the LLC is organized in, as well as anywhere else that the LLC is “foreign qualified” to do business.

You will also be required to file an updated SOI form (no filing fee), even if it is within the two year time span, if any of these changes have been made to your LLC:

  • The name of the LLC
  • The street address of the LLC's principle office
  • The name and/or address of the Registered Agent
  • The type of business or service the LLC provides changes
  • The name and/or address of any CEO, member, or manager, if any changes

Note: If you fail to file your SOI on time, you are subject to a $250 late fee as well as the Secretary of State suspending the LLC’s status, losing its right to do business in CA.

How to Complete and LLC-12 Form

You must complete every section of the LLC-12 form in order for the state to accept it. It is recommended to TYPE the form instead of hand writing it because if the state cannot read your writing they will reject it.

Below is a list of information the state requires in order to complete the SOI correctly.

  1. The exact name of the LLC, as recorded with the SOS. You can look this up on the SOS website if you are unsure at kepler.sos.ca.gov
  2. The 12 digit LLC file number that was issued by the SOS, you can look this up on the SOS website as well
  3. ONLY if formed outside of CA, enter the state where the LLC was organized originally
  4. Business Addresses – This has 3 sections.
    A. is the actual address of the business as in where you are conducting business.
    B. is the mailing address, only if it differs from A.
    C. is the address in CA if A. is not already a CA address. A common missed stipulation is that subsections A and C CANNOT be a P.O. Box. ONLY section B is allowed to be a P.O. Box address.
  5. Managers/Members – If there are no managers yet, then provide each member and their address. At least one must listed and if there are more than the form can hold, attach an additional page with the rest.
  6. Registered Agent – Also referred to as Agent for Service of process. This is a person or a business that will be served document on your behalf if your company is to ever get sued. This person or business MUST reside in CA. If it is a person then you must fill out their name and address in CA. If it is going to be a corporation then you will only need to fill out section C which is just the corporation’s name, no address necessary.
  7. A brief description of the type of business activity of the LLC. Ex. Music
  8. The name and address of the CEO, if any.
  9. Put the date, name and the title of the person who is completing this form. As well as an original signature, meaning it CANNOT be electronically signed.

Here are the link and official instructions for the LLC-12 Form (http://bpd.cdn.sos.ca.gov/llc/forms/llc-12.pdf)

Renewal

  1. Biennially (every 2 years). After the initial SOI has been filed, you must file a new SOI biennially. This also requires a $20 filings fee. The filing period has a 6 month window, meaning you can file on the registered month or the 5 months that precede it. For example: If you registered your LLC in July 17th 2016, the initial SOI would be due no later than October 17th 2016 and then every two years after that between March and the end of July in 2018, 2020, 2022 and so on.
  2. If ANY changes have been made, fill out the entire LLC-12 Form
  3. If there have been NO changes made, then you must fill out the California LLC-12NC form (http://bpd.cdn.sos.ca.gov/llc/forms/llc-12nc.pdf)

How to file

There are a few different ways to file the LLC-12 form.

  1. By Mail: Send the form to: Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300. If you would like a filed copy/proof of submittal back you must provide an additional check in the amount of $1.00 for the first page, and $0.50 for every additional page after that, as well as a return receipt request stating that you would like a copy back, with a pre-stamped envelope and it will be sent to the mailing address that is provided on the form. You can find the necessary form and instructions to file it yourself here (http://bpd.cdn.sos.ca.gov/llc/forms/llc-12.pdf) This may take several weeks to process, so be aware that if you need it processed sooner there are other options available which are as follows.
  2. Over the counter at the Secretary of State: You can walk in and drop the form off directly to the SOI counter for filing. They will let you know if there is a fee required, and ask if you would like a copy as well as if you want to pick the document up when it has finished processing or have it mailed out to you.
  3. BAAS: To ensure a quicker filing and have a copy of the filing returned to you sooner, BAAS has the experience to get the job done. We will look over your filing, hand deliver your filing to the Secretary of State's office as well as email a scanned copy of the processed filing once we receive it back. You can submit your information through our website, or talk to our account manager by phone, if further help is needed.