If you’ve filed your Articles of Organization for your California LLC, you’re well on your way to starting your business in the sunshine state. However, have you begin filling out your form LLC-12 yet? Or have you been in business for more than two years? Were there changes to the leadership in your LLC or have you moved? If so, then it’s time to file your LLC-12 form to avoid the California Secretary of State reaching out to you with a past due notice.
What is Form LLC-12?
Form LLC-12 is called the “Statement of Information” or “SOI” form. This is basically an Annual Report document that the California Secretary of State requires all LLCs to submit every two years. (Some states call this an Annual Report Or Biennial Report and others — such as California — call this a Statement of Information). This document keeps up-to-date information and alerts the state to changes in the LLC’s address, Registered Agent, CEO and officers/managers and/or members’ names and addresses.
The LLC-12 form used to be called form LLC-12R — but form LLC-12R no longer exists and has been placed with form LLC-12.
When Do I File Form LLC-12?
According to California’s Secretary of State, “Form LLC-12 must be used when filing the FIRST Statement of Information (due within 90 days after registration with the California Secretary of State) and when ANY information has changed since the last complete Statement of Information was filed.”
Your first LLC-12 form should be filed 90 days after you submit your Articles of Organization. From there, it’s required every other year. “If the registration occurred in an even-numbered year, the periodic filing is due every even year. If the registration occurred in an odd-numbered year, the periodic filing is due every odd year. The filing period includes the registration month and the immediately preceding five (5) months.”
If your LLC has more than one manager or member, you must enter name(s) and addresses of the additional managers or members on the Attachment to Statement of Information (Form LLC-12A) and file both LLC-12A and LLC-12 together.
How Do I File Form LLC-12?
You can obtain a copy of Form LLC-12 on the California Secretary of State’s website and send in the completed form with payment to:
Secretary of State
Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-2300
Or deliver it in person (drop off) to the Sacramento office, 1500 11th Street, Sacramento, CA 95814. Currently, eFiling options aren’t available for this documentation.
What If There Aren’t Any Changes to Report?
If everything is EXACTLY the same as when you first registered for your entity or since the last time you submitted form LLC-12, you can fill out form LLC-12nc.
What If I Haven’t Done Business or Filed In a While?
In order to file Form LLC-12, the status of the LLC must be active. If you haven’t filed your LLC-12 in several years, your entity may be suspended or forfeited on the records of the California Secretary of State. The status of the LLC can be checked online on the Secretary of State’s Business Search at BusinessSearch.sos.ca.gov. If the LLC’s status is suspended or forfeited, the status must be resolved with the California Franchise Tax Board (FTB) for the LLC to be returned to active status. To resolve this problem, go to the FTB’s website or contact the FTB at (800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.).
How Much Does it Cost to File?
Filing your LLC-12 form costs $20. If you need additional certified copies (for other members or investors, for instance), copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional $5.00 certification fee, per document.
Can I Be Penalized for Not Filing an LLC-12 form?
Statements and reports filed late are subject to a $250.00 penalty. (Sections 17713.07(b) and 17713.09; California Revenue and Taxation Code section 19141.) The secretary of state also has the right to suspend or forfeit your entity’s powers, rights and privileges for failure to submit a status report on your company.
If you are running behind, you can request a waiver of the late filing liability by submitting a Request for Waiver of Liability (Form PRD-1 (PDF)Form PRD-1 (PDF)) within 30 days of receiving a liability notification. The request for waiver must contain an explanation of the reasons the document was filed late, based on “good cause” reasons, and be signed under penalty of perjury.
I Don’t Want to Mess This Up. Can a Professional Do This For Me?
Legal documents can be intimidating and confusing to fill out. Trusted by more than 150,000 companies, Incfile can fill out this information for you to ensure that you are going through the required steps correctly. You can simply contact Incfile and a representative will contact you to obtain the specific information required to complete and file the annual report in your state of formation. For just $88 plus state filing fees, you can have the peace of mind that this task is completed for the next two years and that it was done correctly.