California Form LLC-12NC is the one-page “Statement of No Change” a California LLC files with the Secretary of State every two years in place of the full Statement of Information (Form LLC-12), but only when nothing reported on the prior complete filing has changed. The fee is $20, and you can submit it online through the bizfile portal or by mail to the Statement of Information Unit in Sacramento. If any detail from your last filing is different, even the agent for service of process, you have to file the full LLC-12 instead.
When You Can Use LLC-12NC
The form itself sets the rule: it “may be used in lieu of the Statement of Information only if a previous complete Statement of Information has been filed with the Secretary of State and if there has been no change in any of the information contained in the previous complete Statement of Information.”1Justia Forms. Form LLC-12NC
Every field from the last complete LLC-12 has to still be accurate: the agent for service of process and their address, the principal office address, the mailing address, and the names and addresses of managers or members depending on how the LLC is managed. New member, new registered agent, new office address across town — any of those means you cannot use LLC-12NC. File a new LLC-12.2California Secretary of State. Instructions for Completing the Statement of Information (Form LLC-12)
One more limit: your very first Statement of Information, due within 90 days of forming the LLC, must always be a complete LLC-12. LLC-12NC only becomes an option starting with the second biennial filing.3California Legislative Information. California Code CORP 17702.09
Your Filing Window
California LLCs file every two years, and the deadline is a six-month window rather than a single date. The window runs from five months before the anniversary of your LLC’s formation through the anniversary month itself.3California Legislative Information. California Code CORP 17702.09 If you filed your Articles of Organization in October, for example, your biennial window opens every two years on the preceding May 1 and closes at the end of October.
Foreign LLCs registered to do business in California follow the same cycle, but their window is keyed to the month they filed their application for registration rather than a formation date.
What Goes on the Form
LLC-12NC is short by design. The whole point is confirming that nothing needs updating.
- LLC name. Enter it exactly as it appears on file with the Secretary of State, not a trade name or abbreviation.1Justia Forms. Form LLC-12NC
- 12-digit Secretary of State file number. This was assigned when the LLC was formed or registered. You can look it up on the bizfile business search page.4Secretary of State. Business Search
- State or place of organization. Only fill this in if the LLC was formed outside California.
- The no-change certification. Check the box confirming there has been no change in any information contained in the previous complete Statement of Information.1Justia Forms. Form LLC-12NC
- Signature block. Print the name and title of the signer, sign, and date. A manager, member, or authorized representative can sign.
- Return address. Optional. Complete it if you want the file-stamped copy mailed back.
Before you check the no-change box, pull up your last complete LLC-12 on the bizfile portal and go through each field. Anything different, stop and file the full LLC-12. Filing LLC-12NC when something has actually changed leaves the state’s records inaccurate, which can create problems later, from difficulty opening a bank account to complications in litigation.
How to Submit
Online Through Bizfile
The fastest route is the Secretary of State’s bizfile Online portal. Search for your entity by name or file number, choose the option to file a Statement of Information, and the system walks you through the same fields. You get electronic confirmation once the filing is accepted.
By Mail
If you prefer paper, print and complete the form and mail it with a $20 payment to:
Secretary of State
Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-23001Justia Forms. Form LLC-12NC
Mailed filings take considerably longer. The Secretary of State publishes current processing dates online, and the backlog for mailed LLC Statements of Information can run several weeks or more.5California Secretary of State. Current Processing Dates If your window is closing soon, file online.
Fee and Payment
The filing fee is $20 whether you submit online or by mail.2California Secretary of State. Instructions for Completing the Statement of Information (Form LLC-12) Online filers pay by credit card at checkout. Mailed filings need a check or money order payable to the Secretary of State. Don’t send cash.
What Happens If You Miss It
Skipping a biennial filing starts a chain of consequences. The Secretary of State certifies the failure to the Franchise Tax Board, which assesses a $250 penalty.6California Legislative Information. California Code, Revenue and Taxation Code RTC 19141 That is on top of any franchise taxes you already owe.
If the LLC also has unpaid taxes or unfiled returns, the FTB can suspend or forfeit the entity’s powers. A suspended LLC cannot legally do business in California. The practical fallout:
- The LLC cannot file a lawsuit or defend itself in court.
- Contracts entered into during suspension can be voided by the other party, and remain voidable unless you apply for and receive relief.
- The LLC cannot sell, transfer, or exchange real property.
- The Secretary of State may deny a revivor request if another entity has claimed your name during the suspension, forcing you to pick a new one.
- The FTB will not issue any refunds while the entity is suspended.7California Franchise Tax Board. My Business Is Suspended
Getting Current After a Lapse
To restore a suspended California LLC, you clear things up with both agencies. The FTB requires you to file all past-due tax returns, pay outstanding balances with penalties and interest, and submit an Application for Certificate of Revivor on Form FTB 3557 LLC.7California Franchise Tax Board. My Business Is Suspended Once the Certificate of Revivor is processed, file the Statement of Information (or LLC-12NC, if truly nothing has changed) to bring the Secretary of State’s records current. Plan on the $250 penalty for each missed period, back franchise taxes, and the $20 filing fee for each overdue statement.