California Form SI-100: Deadlines, Penalties, and Reinstatement

California Form SI-100 is the Statement of Information that domestic nonprofit corporations, credit unions, and consumer cooperative corporations file with the Secretary of State to keep their officers, addresses, and agent for service of process on the public record. The first SI-100 is due within 90 days of filing your Articles of Incorporation.1California Secretary of State. Instructions for Completing the Statement of Information Form SI-100 After that, the filing repeats every one or two years depending on the type of corporation, and missing it can cost you $20 in fees, $300 in penalties, and eventually your right to do business in the state.

Who Files and How Often

Three types of California domestic corporations file the SI-100, and they do not all file on the same cycle.

If you run a consumer cooperative and assume you have two years between filings, you will end up delinquent. And even when nothing about your corporation has changed since the last statement, you still need to file on schedule.

What the Form Asks For

Have the following information ready before you sit down to complete the form:

  • Corporation name exactly as it appears on file with the Secretary of State, including the entity ending, along with the seven-digit file number assigned at registration.6California Secretary of State. Instructions for Completing the Statement of Information Form SI-100
  • Principal office address. This has to be a physical California street address. P.O. Boxes and “in care of” addresses are not accepted.
  • Mailing address, only if different from the principal office.
  • Names and complete business or residential addresses for three officers: the chief executive officer (president), the secretary, and the chief financial officer (treasurer). Every corporation covered by the SI-100 must have at least these three.
  • The agent for service of process, either an individual who lives in California (with a California street address, not a P.O. Box) or a registered corporate agent qualified with the Secretary of State.

When the SI-100 Is Due

The initial filing is due within 90 days after the Secretary of State files your Articles of Incorporation.1California Secretary of State. Instructions for Completing the Statement of Information Form SI-100

After that, every recurring filing has a six-month window tied to the month your articles were originally filed. The window opens five months before your registration month and closes at the end of your registration month. If your articles were filed in January, your window runs from August through January. That window repeats every two years for nonprofits and credit unions, and every year for consumer cooperatives.

The Secretary of State typically mails a reminder, but responsibility for timely filing sits with the corporation regardless of whether the notice arrives. Put the window on your board’s calendar with a reminder a month before it opens, and keep copies of each filed statement alongside your other corporate records.

How to File and What It Costs

You can file online through the Secretary of State’s bizfile portal at bizfileonline.sos.ca.gov, which gives you immediate confirmation, or by mailing the completed paper form to the Statement of Information Unit in Sacramento.7California Secretary of State. Online Business Services

The fee is $20.1California Secretary of State. Instructions for Completing the Statement of Information Form SI-100 If you mail the form, make the check payable to the Secretary of State. If something changes between filing periods (a new CEO, a different registered agent), you can file an amended statement at no additional charge.

What Happens if You Miss the Deadline

A late SI-100 escalates in stages, and the escalation is not slow.

Delinquency Notice and $50 Penalty

Miss the window, and the Secretary of State mails a delinquency notice giving you 60 days to file. If you still have not filed after those 60 days, the Secretary of State certifies your corporation’s name to the Franchise Tax Board, which assesses a $50 penalty.8Justia Law. California Corporations Code 6810-6815

Suspension or Forfeiture

Continued failure to file can lead the Secretary of State or the Franchise Tax Board to suspend or forfeit the corporation’s powers.9California Secretary of State. Business Entities FAQs Suspension can also come with an additional $250 penalty collected by the Franchise Tax Board.10Franchise Tax Board. My Business Is Suspended A suspended corporation loses the right to conduct business in California, enter contracts, or sell or transfer real property.

You Cannot Sue or Defend a Lawsuit

A suspended corporation cannot file a lawsuit or defend itself in one. If someone sues your nonprofit while it is suspended, the court can enter a default judgment, and you may have no ability to contest it until you reinstate.11Justia Law. Schwartz v. Magyar House, Inc. A court may grant a continuance to let you catch up, but that is judicial discretion, not a right.

Personal Liability Exposure

When a corporation is suspended, the shield that normally protects officers and directors from personal liability weakens. Debts and obligations the organization incurs while suspended can expose the individuals involved to personal responsibility, and courts can pierce the corporate veil more easily when basic formalities like the Statement of Information have been ignored.

How to Reinstate a Suspended Corporation

Reinstatement takes more than filing the overdue SI-100. You have to clear things up with both agencies:

  • File all past-due tax returns with the Franchise Tax Board, even if the corporation had no taxable income.
  • Pay all outstanding balances, including penalties and interest.
  • Submit a Certificate of Revivor Application through the Franchise Tax Board (available through MyFTB online).
  • File the missing Statement of Information with the Secretary of State so your records are current.

The corporation has to be in good standing with the Secretary of State before the Franchise Tax Board will process the revivor.10Franchise Tax Board. My Business Is Suspended If you have an urgent need such as pending litigation or a loan closing, the Franchise Tax Board offers walk-through revivor processing at its offices, but you have to arrive before 2 p.m. (1 p.m. in Los Angeles) and meet specific eligibility criteria.12Franchise Tax Board. Certificate of Revivor Application Information For nonprofits that also want to restore state income tax exemption, the revivor alone does not do it; the Franchise Tax Board handles that through its charities and nonprofits page separately.

Filings the SI-100 Does Not Cover

Filing the SI-100 keeps you in good standing with the Secretary of State, and nothing more. Two other obligations catch nonprofits off guard.

California public benefit corporations, charitable trusts, and any organization that solicits donations for charitable purposes must also register with the Attorney General’s Registry of Charities and Fundraisers within 30 days of first receiving charitable assets, using Form CT-1, and renew annually with Form RRF-1.13California Attorney General. Initial Registration Being current with the Secretary of State does not satisfy the Attorney General.

Federally tax-exempt nonprofits also file an annual return with the IRS (Form 990, 990-EZ, or the 990-N e-Postcard, depending on gross receipts and assets). The IRS automatically revokes federal tax-exempt status after three consecutive years of non-filing, and rebuilding it means reapplying from scratch.14Internal Revenue Service. Annual Exempt Organization Return Penalties for Failure to File