The California LLC initial report is the Statement of Information, Form LLC-12, and it’s due within 90 days of the date the Secretary of State stamps your Articles of Organization as filed.1California Legislative Information. California Corporations Code 17702.09 The filing fee is $20, and you submit it to the Secretary of State either online or by mail. Miss the 90-day window and the Franchise Tax Board tacks a $250 penalty onto your LLC’s account.2California Franchise Tax Board. My Business Is Suspended
What the Statement of Information Does
The Statement of Information puts your LLC’s management and contact details on the public record. Every domestic California LLC and every foreign LLC registered to do business in the state has to file one.1California Legislative Information. California Corporations Code 17702.09 Once it’s filed, courts, regulators, lenders, and anyone else who needs to reach the company can find out who runs it and where to serve legal papers.
When the 90 Days Start
Your clock starts on the date stamped on your filed Articles of Organization. Not the day you mailed them. Not the day you got confirmation. If your Articles were filed on March 15, your initial Statement of Information is due by June 13.1California Legislative Information. California Corporations Code 17702.09
What You Need Before You File
Most rejections and delays come from incomplete or incorrect entries. Have all of the following in front of you before you open the form.
LLC Name and 12-Digit File Number
Enter your LLC’s legal name exactly as it appears on the Secretary of State’s records, along with the 12-digit entity file number assigned when your Articles were processed.3California Secretary of State. Instructions for Completing the Statement of Information Form LLC-12 If you don’t have the file number written down, look it up through the free business search at bizfileonline.sos.ca.gov.
Agent for Service of Process
Every California LLC has to designate an agent authorized to accept legal documents on the company’s behalf. The agent must be either an individual living in California with a physical California street address, or a registered corporate agent that has filed the required certificate with the Secretary of State.1California Legislative Information. California Corporations Code 17702.09 A P.O. Box will not work for the agent’s address. Many owners name themselves; using a registered agent service instead keeps your personal address off the public record.
Principal Office and Mailing Address
You’ll need the street address of your principal office, meaning the physical location where the business is primarily directed. P.O. Boxes and “in care of” addresses are not accepted for this field.3California Secretary of State. Instructions for Completing the Statement of Information Form LLC-12 If your mailing address is different, provide both.
Management Structure and People
The form asks whether your LLC is member-managed or manager-managed. Check your Articles of Organization or operating agreement to confirm. If managers were appointed, list each manager’s name and business or residential address. If no managers were appointed, list every member’s name and address instead. If the LLC has a chief executive officer, their name and address go on the form too.1California Legislative Information. California Corporations Code 17702.09
Everything you enter here becomes public record. If privacy matters, you can appoint a registered agent service rather than list your home address, use a business address for members or managers, or in some cases appoint a nominee manager. These are common choices for single-member LLCs run from a home office.
Business Description and Email
The last required field is a brief description of your LLC’s principal activity. Keep it general: “restaurant,” “real estate investment,” or “software development” is the level of detail the form expects. You can also provide an email address to receive future Secretary of State notices electronically instead of by mail.1California Legislative Information. California Corporations Code 17702.09
How to File
Online
The fastest route is the Secretary of State’s portal at bizfileonline.sos.ca.gov. Enter your file number, fill in each field, and pay the $20 fee by card.4California Secretary of State. Business Entities Fee Schedule You get immediate confirmation of receipt, and processing usually takes a few business days.
By Mail
You can also print, complete, and sign Form LLC-12 and mail it in with a $20 check or money order. Mailing adds weeks. In busy periods, mailed filings can take well over a month to process, so if your 90-day deadline is close, file online.
Once the filing is processed, your LLC’s public record updates to reflect good standing. Save the confirmation. Banks, lenders, and commercial landlords routinely ask for proof of good standing before doing business with an LLC.
What Happens If You Miss the 90 Days
$250 Penalty and Delinquent Status
If you don’t file on time, the Secretary of State certifies the delinquency to the Franchise Tax Board, which assesses a $250 penalty against your LLC.2California Franchise Tax Board. My Business Is Suspended Your status in the public record flips from active to delinquent, and anyone searching your entity can see it. Delinquent status alone is enough to stall a bank account opening or a financing application.
Suspension
If the filing still hasn’t come in and more than 24 months have passed without a Statement of Information on record, the Secretary of State sends a notice warning that your LLC’s powers will be suspended in 60 days.5California Legislative Information. California Corporations Code 17713.10 Ignore that, and suspension takes effect.
A suspended LLC cannot legally conduct business in California. It cannot sell or transfer real property. It cannot bring a lawsuit or defend one. It cannot even file to dissolve until the suspension is cleared.2California Franchise Tax Board. My Business Is Suspended Contracts signed while the LLC is suspended may be voidable, which is real exposure if you’re signing leases or client agreements during that period.
The Franchise Tax Board can also suspend your LLC independently for unpaid franchise taxes, and both suspensions can run at the same time. An owner who ignores both the Statement of Information and the annual franchise tax ends up dealing with two agencies simultaneously.
After the Initial Filing
The Statement of Information is not a one-time filing. After the initial report, you file a new one every two years. The biennial filing uses a six-month window tied to the month your Articles of Organization were originally filed: the window opens five months before your formation month and closes at the end of your formation month.3California Secretary of State. Instructions for Completing the Statement of Information Form LLC-12 For an LLC formed in August, the window runs from March through August every two years. The Secretary of State sends reminders, but the responsibility to file on time is yours.
If something changes between filing periods (a new manager, a different office address, a change of registered agent), you can file an amended Statement of Information on the same Form LLC-12 at any time, and there’s no fee when submitted between regular filing periods.4California Secretary of State. Business Entities Fee Schedule
The $800 Franchise Tax Is Separate
The $20 Statement of Information fee is not your only obligation. Every LLC doing business in California or organized in the state also owes an $800 annual franchise tax to the Franchise Tax Board, due by the 15th day of the fourth month of the LLC’s tax year.6California Legislative Information. California Revenue and Taxation Code 17941 It applies every year the LLC exists, including years when the business earns nothing, until you formally cancel the LLC with the Secretary of State.7California Franchise Tax Board. Limited Liability Company Budget for both when you’re planning your first year.