California’s biennial report is officially the Statement of Information, and every LLC and nonprofit corporation formed or registered in the state must file one with the Secretary of State every two years. The filing costs $20, takes minutes online, and asks only for basic contact and management details. Miss the deadline and you owe a $250 penalty, roughly twelve times the filing fee. Keep missing it and the state can suspend your entity, stripping its ability to sue, defend a lawsuit, or enforce a contract in California.
Who Files Every Two Years
The biennial cycle applies to LLCs and nonprofit corporations. Stock corporations file the same document annually, so if you run a stock corporation, the two-year rule is not yours.
- LLCs, both domestic and foreign registered, file biennially under Corporations Code Section 17702.09.1California Legislative Information. California Corporations Code 17702.09
- Public benefit and mutual benefit nonprofit corporations also file biennially, under Sections 6210 and 8210.2Justia Law. California Corporations Code 6210-6216
- Stock corporations file annually under Section 1502.3California Legislative Information. California Corporations Code 1502
Every entity also owes an initial Statement of Information within 90 days of formation or registration. The biennial or annual cycle starts after that first filing.1California Legislative Information. California Corporations Code 17702.09
When the Filing Is Due
You have a six-month window to file each Statement of Information. The window opens on the first day of the month five months before your anniversary month, and closes on the last day of the anniversary month itself. Your anniversary month is the calendar month you originally filed your articles of organization or incorporation.4California Secretary of State. Statements of Information Filing Tips
An LLC formed in July, for example, can file anytime from February 1 through July 31. One formed in January has a window from August 1 through January 31. The Secretary of State mails a reminder roughly three months before the deadline, but not receiving it is not a defense to a late filing.3California Legislative Information. California Corporations Code 1502
If Something Changes Between Filings
If your registered agent, principal address, or management changes between scheduled filings, file an updated Statement of Information right away rather than waiting for your next window. The Secretary of State expects an updated statement any time the information on file changes between statutory filing periods.4California Secretary of State. Statements of Information Filing Tips These interim filings use the same form and portal.
What the Form Asks For
The Statement of Information is short. Before you start, have the following ready:
- Your exact legal entity name and the 12-digit file number the Secretary of State assigned at formation.
- A physical street address for your principal office. P.O. boxes are not accepted.
- Your agent for service of process, either a California resident with a physical street address in the state or a registered corporate agent on file with the Secretary of State.
- Management details. LLCs list either managers or members depending on how the entity is structured in its articles of organization. Nonprofits list the CEO, secretary, and CFO. Corporations list directors plus the CEO, secretary, and CFO with complete addresses.3California Legislative Information. California Corporations Code 15021California Legislative Information. California Corporations Code 17702.092Justia Law. California Corporations Code 6210-6216
- A short description of the entity’s principal business activity.
LLCs file Form LLC-12. Nonprofits file Form SI-100. Stock corporations file Form SI-550. The LLC-12 instructions walk through how to check your articles of organization to determine whether the LLC is manager-managed or member-managed, which changes how you complete the management section.5California Secretary of State. Instructions for Completing the Statement of Information Form LLC-12
How to File and What It Costs
File online through the Secretary of State’s bizfile portal at bizfileonline.sos.ca.gov. Online submissions process almost immediately and accept credit card or electronic check.6California Secretary of State. bizfile Paper filings mailed to Sacramento take several weeks.
The fees are modest:
- LLCs: $20
- Nonprofit corporations: $20
- Stock corporations: $25 ($20 filing fee plus a $5 disclosure fee)
The same fee applies to initial filings, periodic filings, and interim updates.7California Secretary of State. Business Entities Fee Schedule
The Penalty for Filing Late
A late Statement of Information triggers a $250 penalty, collected by the Franchise Tax Board on the Secretary of State’s behalf.8Franchise Tax Board. Corporations That’s the immediate cost. The larger risk is suspension.
If you keep ignoring the filing, the Secretary of State can suspend a domestic entity or forfeit a foreign entity’s right to operate in California. The SOS acts independently of the Franchise Tax Board, so an entity can be suspended by either agency, or by both at once for different reasons.9Franchise Tax Board. My Business Is Suspended
A suspended business loses its ordinary business powers in California. It cannot file a lawsuit or defend one. If a court learns mid-case that your entity is suspended, it will usually pause briefly to let you reinstate, but there is no guarantee, and running out of time can mean a default judgment you cannot appeal.
Contracts are the other trap. When the Franchise Tax Board suspends your entity, any contract you sign during the suspension is voidable at the other party’s option. The other side can walk away, and your suspended business has no standing to enforce the deal. This voidability rule applies to FTB suspensions, not to suspensions imposed solely by the Secretary of State. If you find out later that your business entered contracts while FTB-suspended, you can apply for Relief from Contract Voidability using Form FTB 2518BC at a cost of $100 per day, capped at the tax due for the period.9Franchise Tax Board. My Business Is Suspended
The Separate Tax Filing You Also Need
Filing the Statement of Information keeps you current with the Secretary of State, but it does not satisfy your obligations to the Franchise Tax Board. Every corporation, LLC, and foreign entity doing business in California owes a minimum annual franchise tax of $800 to the FTB, regardless of income.10Franchise Tax Board. Limited Liability Company Staying active in California means keeping both agencies satisfied.8Franchise Tax Board. Corporations Owners who handle one and forget the other end up suspended anyway.
Reviving a Suspended Entity
Because SOS and FTB suspensions are independent, resolving one does not clear the other. To bring a suspended entity back into good standing, you generally have to:
- File all past-due tax returns with the Franchise Tax Board.
- Pay all outstanding balances, including back taxes, penalties, fees, and interest.
- File every overdue Statement of Information with the Secretary of State.
- Submit a revivor request to the FTB, using Form FTB 3557 BC for corporations or Form FTB 3557 LLC for LLCs.
Your entity must be in good standing with the Secretary of State before the FTB will process the revivor request. Once revived, the entity retroactively regains its powers and prior actions can be validated, but the back taxes, penalties, and interest remain due.9Franchise Tax Board. My Business Is Suspended For a business suspended for several years, the total bill often runs into the thousands. A $20 form filed on time is by far the cheapest option.