The California LLC annual report is actually filed every two years, not every year. It’s called the Statement of Information (Form LLC-12), it costs $20, and it’s due during a six-month window that ends in the month your LLC was formed. The separate $800 franchise tax owed to the Franchise Tax Board is a different obligation, and confusing the two is the most common way California LLC owners fall behind.
When the Statement of Information Is Due
Your first Statement of Information is due within 90 days of the date your LLC was formed or registered with the Secretary of State.1California Secretary of State. Instructions for Completing the Statement of Information (Form LLC-12) After that, you file every two years during a six-month window tied to your formation month.
The window opens five months before your formation month and closes at the end of your formation month. If your LLC was formed in March, your window runs October through March every two years. Formed in June? January through June.2California Secretary of State. Statements of Information Filing Tips You can file any time inside the window, so there’s no reason to wait.
What You’ll Need Before You Start
Form LLC-12 updates the state’s records with your current details. Have this ready:
- Your exact legal LLC name and 12-digit entity number.
- A physical California street address for the principal office (no P.O. Boxes). A separate mailing address can be a P.O. Box.
- The name and California street address of your agent for service of process.
- Manager names and addresses if the LLC is manager-managed, or every member’s name and address if it’s member-managed.
- A short description of what the business does.
- The chief executive officer’s name and address, if you have one.
Any member can sign for a member-managed LLC; a manager signs for a manager-managed LLC.
How to File Form LLC-12
Online
The fastest option is the Secretary of State’s bizfile Online portal at bizfileonline.sos.ca.gov. Log in, search for your LLC by name or entity number, choose to file a Statement of Information, and pay electronically. You get a confirmation you can save or print immediately.
By Mail
Send the completed form with a $20 check made payable to the Secretary of State to:
Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-23003California Secretary of State. Contact Information – Business Entities
Include an extra copy of the form if you want a stamped copy returned to you.
In Person
You can drop it off at the Secretary of State’s Sacramento office at 1500 11th Street, Sacramento, CA 95814.3California Secretary of State. Contact Information – Business Entities
The Fee and the Free No-Change Option
The standard filing fee is $20. If nothing has changed since your last complete filing, you can file Form LLC-12NC (Statement of No Change) instead, and there’s no fee.1California Secretary of State. Instructions for Completing the Statement of Information (Form LLC-12) Two conditions apply: you must have previously filed a full LLC-12, and every detail on it must still be accurate. If even one address or manager has changed, file the full form.
What Happens If You Miss the Deadline
Missing your filing window triggers a $250 penalty imposed by the Secretary of State and collected by the Franchise Tax Board.4Franchise Tax Board. My Business Is Suspended That’s the smaller problem.
If your LLC fails to file for a full filing period and still hasn’t filed 24 months later, the Secretary of State sends notice that your LLC’s powers will be suspended in 60 days. If you don’t file by then, suspension takes effect.5California Legislative Information. California Corporations Code 17713.10 A suspended LLC cannot sue or defend itself in court, cannot sell or transfer California real property, and cannot participate in legal discovery. Contracts entered while suspended can be voided by the other party.4Franchise Tax Board. My Business Is Suspended
Reinstatement takes work with two agencies. You file all past-due Statements of Information with the Secretary of State, file all past-due returns and pay outstanding balances with the FTB, and then submit an Application for Certificate of Revivor (FTB Form 3557 LLC).4Franchise Tax Board. My Business Is Suspended
The $800 Franchise Tax Is a Separate Obligation
The Statement of Information is not your tax filing. Every California LLC also owes an $800 annual tax to the Franchise Tax Board just for existing in California, regardless of revenue, and it keeps accruing until you formally cancel the LLC.6Franchise Tax Board. Limited Liability Company
Your first payment is due by the 15th day of the fourth month after your formation date. After that, it’s due on the 15th day of the fourth month of each taxable year, typically April 15 for calendar-year filers. You pay using FTB Form 3522 through the FTB’s Web Pay system or by mailing a check.6Franchise Tax Board. Limited Liability Company
California briefly waived the $800 tax for an LLC’s first taxable year, but that exemption only applied to tax years beginning between January 1, 2021, and January 1, 2024. LLCs formed in 2024 or later owe the full $800 from year one.6Franchise Tax Board. Limited Liability Company LLCs with California income of $250,000 or more owe an additional fee on top of the $800, on a scale that runs up to $11,790 for LLCs with $5 million or more in California-source income.7California Legislative Information. California Revenue and Taxation Code 17942
Falling behind on either the Statement of Information or the franchise tax can lead to suspension, so treat them as two separate calendar reminders, not one.