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The California LLC 12 form, officially known as the Statement of Information, is a critical document for both California-based and registered foreign limited liability companies. This form must be filed within 90 days of the company's registration with the California Secretary of State and subsequently every two years. The filing period is determined by the original registration date, ensuring that companies maintain up-to-date records. To file, the LLC must be active or in a suspended/forfeited status, which can be verified through the Secretary of State's online Business Search. The form requires essential details, including the LLC's name, address, and the names of managers or members. Additionally, it mandates the designation of an Agent for Service of Process, who is responsible for receiving legal documents on behalf of the LLC. Filing fees apply, and companies can opt for online submission for convenience. If changes occur, an updated Statement of Information can be submitted at no fee, provided the initial filing requirements have been met. Overall, maintaining compliance with the LLC 12 form is vital for the legal standing and operational integrity of the business.

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Instructions for Completing the

Statement of Information (Form LLC-12)

Every California and registered foreign limited liability company must file a Statement of Information with the California Secretary of State, within 90 days of registering with the California Secretary of State, and every two years thereafter during a specific 6-month filing period based on the original registration date, as described in the chart below.

All Statements of Information for limited liability companies can be filed online at bizfile.sos.ca.gov.

Status of LLC: In order to file Form LLC-12, the status of the LLC must be active or suspended/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. See the FTB Suspension/Forfeiture section below for information

about resolving an FTB suspended/forfeited status.

Fees: See chart below. Checks should be made payable to the Secretary of State.

Copies: To obtain a copy or certified copy of this filed Statement of Information, include payment for copy fees and certification fees at the time this Statement of Information is submitted. 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. If you would like a free filed copy of your Statement of Information, go to BusinessSearch.sos.ca.gov.

Processing Dates: For current processing dates, go to www.sos.ca.gov/business/be/processing-dates.

 

Type of

 

 

Description

 

Online/Form

Fee

 

Filing

 

 

 

 

 

 

 

 

 

 

 

Initial Filing

 

The initial filing is due 90 days from the

File online at bizfile.sos.ca.gov.

$20.00

 

 

 

entity’s registration date.

(Form LLC-12)

 

 

 

 

 

 

 

 

 

Required

 

The periodic filing is due every two

File online at bizfile.sos.ca.gov.

$20.00

 

Periodic

 

 

years based on the entity’s

(Form LLC-12, if changes have been

 

 

Filing

 

registration date.

made)

 

 

 

 

If the registration occurred in an even-

Or

 

 

 

 

 

numbered year, the periodic filing is

(Form LLC-12NC, if no changes since

 

 

 

 

 

due every even year.

 

 

 

 

 

the last complete Statement of

 

 

 

 

If the registration occurred in an odd-

 

 

 

 

Information)

 

 

 

 

 

numbered year, the periodic filing is

 

 

 

 

 

 

 

 

 

 

 

due every odd year.

 

 

 

 

 

The filing period includes the

 

 

 

 

 

 

registration month and the

 

 

 

 

 

 

immediately preceding five (5)

 

 

 

 

 

 

months.

 

 

 

 

 

 

 

 

 

No Fee

 

A Statement of Information is submitted

File online at bizfile.sos.ca.gov.

No Fee

 

Statement

 

after the initial or required filing

(Form LLC-12)

 

 

 

 

requirements have been met to update

 

 

 

 

 

information including changes to the

 

 

 

 

 

agent for service of process.

 

 

 

 

 

 

 

 

 

 

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

Statutory Required 6 Month Filing Window for Limited Liability Companies

Month of Formation,

Statement of Information

Registration or Conversion

Applicable Filing Period

 

First Day of

Through Last Day of

January

August

January

 

 

 

February

September

February

 

 

 

March

October

March

 

 

 

April

November

April

 

 

 

May

December

May

 

 

 

June

January

June

 

 

 

July

February

July

 

 

 

August

March

August

 

 

 

September

April

September

 

 

 

October

May

October

 

 

 

November

June

November

 

 

 

December

July

December

 

 

 

If you are not completing this form online, type or print legibly in black or blue ink. Complete the Statement of

Information (Form LLC-12) as follows:

Item

Instruction

Tips

1.

Enter the name of the limited liability

To ensure you have the exact name of the LLC, refer to

 

company exactly as it appears on file with

your registration document filed with the California

 

the California Secretary of State, including

Secretary of State and any name change amendments.

 

the entity ending

Some foreign LLCs may have registered in California using

 

(ex: “Jones & Company, LLC” or “Smith

 

an alternate name. If your LLC is a registered foreign LLC

 

Construction, a Limited Liability

 

using an alternate name in California, you must enter the

 

Company”).

 

complete alternate name.

 

 

 

 

 

2.

Enter the 12-digit Entity (File) Number

The 12-digit Entity (File) Number is provided by the Secretary

 

issued to the LLC by the California

of State above the file stamp at the top of the LLC’s

 

Secretary of State at the time of

registration document filed with the California Secretary of

 

registration.

State or if filed electronically, in the top section, below the

 

 

Entity Name.

 

 

Secretary of State Records can be accessed online through

 

 

our Business Search at BusinessSearch.sos.ca.gov. While

 

 

searching the Business Search, be sure to identify your LLC

 

 

correctly including the jurisdiction that matches your LLC.

 

 

 

3.

If formed outside of California, enter the

The jurisdiction must match the Secretary of State’s records.

 

state, foreign country or other place where

Secretary of State Records can be accessed online through

 

the LLC is organized.

 

our Business Search at BusinessSearch.sos.ca.gov. While

 

 

 

 

searching the Business Search, be sure to identify your LLC

 

 

correctly including the jurisdiction that matches your registered

 

 

foreign LLC.

 

 

If the LLC is formed in California, leave Item 3 blank.

 

 

 

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

4a.

Enter the complete street address, city,

The complete street address is required, including the

 

state and zip code of the LLC’s principal

street name and number, city, state and zip code.

 

office.

Address must be a physical address.

 

 

 

 

Do not enter a P.O. Box address, an “in care of” address, or

 

 

abbreviate the name of the city.

 

 

 

4b.

If different from the address in Item 4a,

This address will be used for mailing purposes and may be

 

enter the complete mailing address, city,

a P.O. Box address or “in care of” an individual or entity.

 

state and zip code of the LLC.

Do not abbreviate the name of the city.

 

 

 

 

 

4c.

If the LLC is formed in California, enter

The complete street address is required, including the

 

the complete street address, city and zip

street name and number, city and zip code.

 

code of the office in California, if different

Address must be a physical address in California.

 

from Item 4a.

Do not enter a P.O. Box address, an “in care of” address, or

 

If the LLC is formed outside of

 

abbreviate the name of the city.

 

California, enter the complete street

 

 

 

address, city and zip code of the principle

If Item 4a is an address in California leave Item 4c blank

 

business office in California, if any.

and proceed to Item 5.

 

 

 

5.

Enter the name and complete business or

If the LLC has more than one manager or member, enter

 

residential address of any manager(s),

the name(s) and address(es) of the additional mangers or

 

appointed or elected in accordance with

members on Form LLC-12A.

 

the Articles of Organization or Operating

Please do not abbreviate the name of the city.

 

Agreement, or if no manager(s) has been

 

 

 

so elected or appointed, the name and

Review your Articles of Organization or any amendments

 

business or residential address of each

thereto, to determine if the LLC is run by a single manager,

 

member.

 

more than one manager or by its member(s).

 

 

Every LLC is required to have at least one

 

 

manager/member.

 

 

A member(s) is the owner of the LLC similar to a

 

 

shareholder(s) in a corporation.

 

 

 

6.

The LLC must have an Agent for Service

An Agent for Service of Process is responsible for accepting

of Process.

 

legal documents (e.g. service of process, lawsuits,

 

 

 

There are two types of Agents that can be

subpoenas, other types of legal notices, etc.) on behalf of

 

named:

the LLC.

 

an individual (e.g. member, manager, or

You must provide information for either an individual OR a

 

any other individual) who resides in

 

registered corporate agent, not both.

 

California with a physical California street

 

If using a registered corporate agent, the corporation must

 

address; OR

 

a registered corporate agent qualified

have a current agent registration certificate on file with the

 

with the California Secretary of State.

California Secretary of State as required by Section 1505.

 

 

 

6a & b.

If Individual Agent:

The complete street address is required, including the

 

Enter the name of the agent for service of

street name and number, city and zip code.

 

process and the agent’s complete

Do not enter a P.O. Box address, an “in care of” address, or

 

California street address, city and zip

abbreviate the name of the city.

 

code.

Many times, a small LLC will designate a member or

 

If an individual is designated as the

manager as the agent for service of process.

 

agent, complete Items 6a and 6b ONLY.

The individual agent should be aware that the name and the

 

physical street address of the agent for service of process is

 

Do not complete Item 6c.

 

 

a public record, open to all (as are all the addresses of the

 

 

LLC provided in filings).

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

6c.

If Registered Corporate Agent:

Before a corporation is designated as agent for the LLC,

 

Enter the name of the registered

that corporation must have a current agent registration

 

corporate agent exactly as registered in

certificate on file with the California Secretary of State as

 

required by Section 1505 stating the address(es) of the

 

California.

 

registered corporate agent and the authorized employees

 

If a registered corporate agent is

 

that will accept service of process of legal documents and

 

designated as the agent, complete Item

 

notices on behalf of the LLC.

 

6c ONLY. Do not complete Items 6a

 

Advanced approval must be obtained from a registered

 

and 6b.

 

corporate agent prior to designating that corporation as

 

 

 

 

your agent for service of process.

 

 

No California or foreign corporation may register as a

 

 

California corporate agent unless the corporation currently

 

 

is authorized to engage in business in California and is in

 

 

good standing on the records of the California Secretary of

 

 

State.

 

 

Provide your Registered Corporate Agent’s exact name as

 

 

registered with the California Secretary of State. To confirm

 

 

that you are providing the exact name of the Registered

 

 

Corporate Agent, go to

 

 

https://businessfilings.sos.ca.gov/frmlist1505s.asp.

 

 

 

7.

Briefly describe the general type of

 

 

business that is the principal business

 

 

activity of the LLC.

 

8.

Enter the name and complete business or

A chief executive officer may be in addition to members and

 

residential address of the chief executive

managers but generally is the person that occupies the

 

officer, if any.

highest level position in the LLC’s organization hierarchy in

 

 

charge of managing the LLC.

9.

Type or print the date, the name and title of

 

 

the person completing this form and sign

 

 

where indicated.

 

 

 

 

Submission Cover Sheet (Optional): To make it easier to receive communication related to this document, including

the copy of the filed document, complete the Submission Cover Sheet. For the Return Address: enter the name of a

designated person and/or company and the corresponding mailing address. Please note: the Submission Cover Sheet will be treated as correspondence and will not be made part of the filed document.

Where to File: For faster service, this form can be filed online at bizfile.sos.ca.gov. The completed form along with the applicable fees can be mailed to Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, Sacramento, CA 95814.

Legal Authority: General statutory filing provisions are found in Section 17702.09 unless otherwise indicated. All

statutory references are to the California Corporations Code, unless otherwise stated. Failure to file this Statement of Information by the due date will result in the assessment of a $250.00 penalty. (Sections 17713.07(b) and 17713.09;

California Revenue and Taxation Code section 19141.)

FTB Suspension/Forfeiture: If the LLC’s status is FTB suspended/forfeited, the status must be resolved with the

California Franchise Tax Board (FTB) for the LLC to be returned to active status. For revivor requirements, go to the FTB’s website at https://www.ftb.ca.gov or contact the FTB at (800) 852-5711 (from within the U.S.) or (916) 845-6500

(from outside the U.S.).

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

Secretary of State

Business Programs Division

Statement of Information

1500 11th Street, Sacramento, CA 95814

P.O. Box 944230, Sacramento, CA 94244-2300

Submission Cover Sheet

Instructions:

Complete and include this form with your submission. This information only will be used to communicate with you in writing about the submission. This form will be treated as correspondence and will not be made part of the filed document.

Make all checks or money orders payable to the Secretary of State.

Standard processing time for submissions to this office is approximately 5 business days from receipt. All submissions are reviewed in the date order of receipt. For updated processing time information, go to www.sos.ca.gov/business/be/processing-dates.

Optional Copy and Certification Fees:

If applicable, include optional copy and certification fees with your submission.

For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.

Entity Information: (Please type or print legibly)

Name: __________________________________________________________________________________________________________________

Entity Number (if applicable):_____________________________________

Comments: _____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

Return Address: For written communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address.

Name:

Company:

 

 

Address:

 

 

City/State/Zip:

Secretary of State Use Only

T/TR:

AMT REC’D: $

Doc Submission Cover - SI (Rev. 11/2020)

Secretary of State

LLC-12

 

Statement of Information

 

 

 

 

(Limited Liability Company)

 

 

 

 

IMPORTANT — This form can be filed online at bizfile.sos.ca.gov.

 

Read instructions before completing this form.

 

 

Filing Fee – $20.00

 

 

Copy Fees – First page $1.00; each attachment page $0.50;

 

 

Certification Fee - $5.00 plus copy fees

 

Above Space For Office Use Only

 

 

 

 

 

1.Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.)

2. 12-Digit Secretary of State Entity (File) Number

3. State, Foreign Country or Place of Organization (only if formed outside of California)

4. Business Addresses

a. Street Address of Principal Office - Do not list a P.O. Box

City (no abbreviations)

 

State

Zip Code

 

 

 

 

 

 

b. Mailing Address of LLC, if different than item 4a

City (no abbreviations)

 

State

Zip Code

 

 

 

 

 

 

c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box

City (no abbreviations)

 

State

Zip Code

 

 

 

 

CA

 

 

 

 

 

 

 

 

 

 

If no managers have been appointed or elected, provide the name and address of each member. At least one name and address

5. Manager(s) or Member(s)

must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is

an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the

 

 

LLC has additional managers/members, enter the name(s) and address(es) on Form LLC-12A.

 

 

 

 

 

 

 

 

 

a. First Name, if an individual - Do not complete Item 5b

Middle Name

Last Name

 

 

Suffix

 

 

 

 

 

 

 

b. Entity Name - Do not complete Item 5a

 

 

 

 

 

 

 

 

 

 

 

 

c. Address

 

City (no abbreviations)

 

State

Zip Code

 

 

 

 

 

 

 

6.Service of Process (Must provide either Individual OR Corporation.)

INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address.

a. California Agent's First Name (if agent is not a corporation)

Middle Name

Last Name

 

 

Suffix

 

 

 

 

 

 

b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box

City (no abbreviations)

 

State

Zip Code

 

 

 

CA

 

 

 

 

 

 

 

 

CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation.

 

 

 

 

 

 

 

 

 

c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b

 

 

 

 

 

 

 

 

 

 

7. Type of Business

 

 

 

 

 

 

 

 

 

 

 

Describe the type of business or services of the Limited Liability Company

 

 

 

 

 

 

 

 

 

 

 

8. Chief Executive Officer, if elected or appointed

 

 

 

 

 

 

 

 

 

 

 

a. First Name

Middle Name

Last Name

 

 

Suffix

 

 

 

 

 

 

b. Address

City (no abbreviations)

 

State

Zip Code

 

 

 

 

 

 

9.By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.

_____________________

____________________________________________________________

________________________

__________________________________

Date

Type or Print Name of Person Completing the Form

Title

Signature

LLC-12 (REV 11/2020)

 

 

2020 California Secretary of State

 

 

 

bizfile.sos.ca.gov

Form Specifications

Fact Name Description
Filing Requirement Every California LLC must file Form LLC-12 within 90 days of registration and every two years thereafter.
Filing Period The periodic filing is due during a specific 6-month window based on the entity's original registration date.
Active Status The LLC must be active or in a suspended/forfeited status to file Form LLC-12.
Filing Fee The fee for filing Form LLC-12 is $20.00.
Copy Fees Obtaining a copy costs $1.00 for the first page and $0.50 for each additional page. A certified copy incurs an extra $5.00 fee.
Online Filing Form LLC-12 can be filed online at bizfile.sos.ca.gov.
Legal Authority The filing provisions are governed by Section 17702.09 of the California Corporations Code.
FTB Status If the LLC is FTB suspended/forfeited, it must resolve this status before filing Form LLC-12.
Submission Options The form can be submitted online, mailed, or delivered in person to the Secretary of State's office.
Penalties Failure to file by the due date results in a $250.00 penalty.

California Llc 12: Usage Guidelines

Filling out the California LLC-12 form is an essential task for any limited liability company operating in California. This form must be submitted within 90 days of registering your LLC and every two years thereafter. Following these steps carefully will ensure that you complete the form accurately and meet your filing obligations.

  1. Enter the LLC Name: Write the name of your limited liability company exactly as it appears on file with the California Secretary of State.
  2. Enter the Entity Number: Provide the 12-digit Entity (File) Number issued to your LLC at the time of registration.
  3. State of Formation: If your LLC was formed outside of California, enter the state or foreign country of organization. If formed in California, leave this blank.
  4. Principal Office Address: Enter the complete street address, including city, state, and zip code of your LLC’s principal office.
  5. Mailing Address: If different from the principal office address, provide the complete mailing address, which can include a P.O. Box.
  6. California Office Address: If your LLC was formed outside California, enter the address of the principal office in California, if applicable. If formed in California, leave this blank.
  7. Manager(s) Information: List the name and complete address of any manager(s) or member(s) if no manager has been appointed.
  8. Agent for Service of Process: Designate an individual or a registered corporate agent as your agent for service of process, providing their name and address.
  9. Business Description: Briefly describe the general type of business that your LLC conducts.
  10. Chief Executive Officer: If applicable, enter the name and address of the chief executive officer of the LLC.
  11. Signature: Type or print the date, your name, title, and sign where indicated.

Once the form is completed, you can file it online or send it by mail to the appropriate address. Ensure that you include any necessary fees and consider submitting a cover sheet for better communication regarding your filing. Timely submission will help you avoid penalties and keep your LLC in good standing.

Your Questions, Answered

What is the California LLC 12 form and when is it required?

The California LLC 12 form, also known as the Statement of Information, is a document that every California and registered foreign limited liability company must file with the California Secretary of State. This form must be submitted within 90 days of the company’s registration and then every two years thereafter during a designated six-month filing period. The filing period is determined based on the original registration date of the LLC. This requirement ensures that the state has up-to-date information about the company’s management and operations.

How do I check the status of my LLC before filing the LLC 12 form?

Before filing the LLC 12 form, it is essential to check the status of your LLC. This can be done online through the California Secretary of State’s Business Search tool at BusinessSearch.sos.ca.gov. The status must be active or suspended/forfeited for you to file the form. If your LLC is suspended or forfeited, you will need to resolve that status with the California Franchise Tax Board (FTB) before proceeding with the filing.

What are the fees associated with filing the LLC 12 form?

The fee for filing the LLC 12 form is $20. This fee applies to both the initial filing and the periodic filings every two years. If you need a copy or a certified copy of the filed Statement of Information, additional fees apply. The copy fee is $1.00 for the first page and $0.50 for each additional page. For certified copies, there is an additional $5.00 certification fee per document. If you want a free filed copy, you can access it online through the Business Search tool.

What happens if I fail to file the LLC 12 form on time?

If the LLC 12 form is not filed by the due date, a penalty of $250 will be assessed. This penalty is mandated by California law and is intended to encourage timely compliance with filing requirements. To avoid this penalty, it is crucial to keep track of filing deadlines and ensure that the form is submitted on time. Additionally, failure to file can affect the LLC’s good standing with the state.

Common mistakes

  1. Incorrect Name Entry: Many individuals fail to enter the LLC's name exactly as it appears on the registration document. This can lead to delays or rejections. Always double-check the name for accuracy, including any punctuation or special characters.

  2. Missing Entity Number: The 12-digit Entity (File) Number is crucial. Some people overlook this requirement, which can cause processing issues. Ensure you locate this number on your registration document or through the Secretary of State’s Business Search.

  3. Incorrect Jurisdiction Information: For LLCs formed outside California, it’s essential to enter the correct state or country of formation. Errors in this section can lead to complications. Verify jurisdiction details against the Secretary of State’s records.

  4. Improper Address Format: When providing the principal office address, it’s vital to include the complete street address without abbreviations. P.O. Boxes or “in care of” addresses are not acceptable. This mistake can result in rejection of the form.

  5. Agent for Service of Process Errors: Individuals often confuse the requirements for naming an individual agent versus a corporate agent. Only one type should be provided, and the information must be accurate. Confirm the agent’s status and address before submission.

  6. Omitting Required Signatures: Failing to sign the form or provide the date can halt the processing. Ensure that the person completing the form signs it where indicated, and includes their title if applicable.

  7. Ignoring Filing Deadlines: Some individuals miss the 90-day initial filing deadline or the subsequent biennial filings. This oversight can lead to penalties and complications. Mark your calendar to stay on top of these important dates.

Documents used along the form

When filing the California LLC-12 form, several other documents may also be required or beneficial to ensure compliance and proper management of your limited liability company. Each of these documents serves a specific purpose in the administrative process of maintaining your LLC.

  • Articles of Organization (Form LLC-1): This is the foundational document that officially creates your LLC. It includes essential information such as the LLC's name, address, and management structure. Filing this form is the first step in establishing your business in California.
  • Operating Agreement: While not required by the state, this internal document outlines the management structure and operating procedures of the LLC. It clarifies the roles of members and managers, distribution of profits, and other operational details, ensuring everyone is on the same page.
  • Form LLC-12A (Statement of Information Amendment): If there are changes in the information provided in the LLC-12 form, this amendment form must be filed. It allows you to update details such as changes in management or the agent for service of process without having to wait for the next periodic filing.
  • Form LLC-12NC (No Change Statement of Information): If there have been no changes since the last filing, this form can be submitted to confirm that the existing information remains accurate. This simplifies the filing process for businesses that have stable information.

Understanding these documents can help streamline the management of your LLC and ensure compliance with California regulations. Keeping your filings up to date is crucial for maintaining good standing and protecting your business interests.

Similar forms

The California LLC-12 form, which is the Statement of Information, shares similarities with several other important documents. Here are four such documents:

  • California LLC-1 (Articles of Organization): This document is filed to officially create a limited liability company in California. Like the LLC-12, it requires specific information about the LLC, including its name and address. Both documents must be filed with the California Secretary of State.
  • California LLC-12NC (No Change Statement of Information): This form is used when there are no changes to report since the last filing. Similar to the LLC-12, it is filed every two years but is specifically for companies that have not altered any information. Both forms help maintain accurate records with the state.
  • California Statement of Information (Corporation): Corporations in California must also file a Statement of Information, which serves a similar purpose as the LLC-12. It requires details about the corporation's officers, addresses, and business activities, ensuring transparency and compliance with state regulations.
  • California Statement of Information (Foreign LLC): This document is filed by foreign LLCs operating in California. Like the LLC-12, it provides essential information about the entity's operations and must be updated regularly. Both forms are crucial for maintaining good standing in California.

Dos and Don'ts

Filling out the California LLC 12 form can seem daunting, but with the right approach, it can be a straightforward process. Here’s a guide to help you navigate the dos and don’ts when completing this essential document.

  • Do ensure that your LLC’s name matches exactly with the registration document filed with the California Secretary of State.
  • Don't abbreviate the name of the city when entering addresses. Clarity is key.
  • Do include the complete 12-digit Entity (File) Number provided by the Secretary of State.
  • Don't enter a P.O. Box or “in care of” address for the principal office. A physical address is required.
  • Do check the status of your LLC online before filing to confirm it is active.
  • Don't forget to provide the name and address of your Agent for Service of Process. This is crucial for legal notifications.
  • Do describe the general type of business activity of your LLC clearly and concisely.
  • Don't skip signing the form. An unsigned form may be rejected.
  • Do consider filing online for faster processing and convenience.
  • Don't ignore the deadlines. Late filings can incur hefty penalties.

By following these guidelines, you can ensure that your filing process goes smoothly and complies with California regulations. Always take your time to double-check your entries, as accuracy is crucial in legal documentation.

Misconceptions

  • Misconception 1: The LLC-12 form is only for newly registered LLCs.
  • This form must be filed not only by new LLCs but also by existing ones every two years. The first filing is due within 90 days of registration, followed by periodic filings based on the original registration date.

  • Misconception 2: Filing the LLC-12 form is optional.
  • Filing the Statement of Information is mandatory. Failure to file by the due date can result in a $250 penalty.

  • Misconception 3: There is no fee for filing the LLC-12 form.
  • There is a fee of $20 for filing the LLC-12 form, applicable to both initial and periodic filings.

  • Misconception 4: The LLC-12 form can be filed at any time.
  • The form must be submitted within a specific six-month filing period based on the entity's registration date. Timing is crucial for compliance.

  • Misconception 5: All LLCs can file the LLC-12 form regardless of their status.
  • Only LLCs with an active or suspended/forfeited status can file the LLC-12 form. The status must be verified before submission.

  • Misconception 6: You can use a P.O. Box for the LLC's principal office address.
  • The principal office address must be a physical address. P.O. Box addresses are not acceptable.

  • Misconception 7: The agent for service of process can be anyone, regardless of their location.
  • The agent must reside in California and have a physical address within the state. This requirement ensures legal documents can be served effectively.

  • Misconception 8: Changes to the LLC's information do not require a new LLC-12 form.
  • If there are changes to the information, a new LLC-12 form must be filed. If no changes have occurred, the LLC-12NC can be submitted instead.

  • Misconception 9: Filing the LLC-12 form is the same as filing taxes.
  • Filing the LLC-12 form is a separate requirement from tax filings. This form pertains to the LLC's status and management information, not its tax obligations.

  • Misconception 10: You can file the LLC-12 form by mail only.
  • The form can be filed online, which is often faster and more efficient. Online submissions can be made at bizfile.sos.ca.gov.

Key takeaways

Filing the California LLC 12 form, known as the Statement of Information, is a crucial step for maintaining compliance with state regulations. Here are key takeaways to ensure a smooth process:

  • Timely Filing: Every California LLC must file the LLC 12 form within 90 days of registration and then every two years during a specified 6-month filing period.
  • Active Status Required: The LLC must have an active or suspended/forfeited status on the records of the California Secretary of State to file this form.
  • Fees and Payment: The filing fee is $20. If you need copies or certified copies, additional fees apply. Ensure checks are made payable to the Secretary of State.
  • Accurate Information: Provide the exact name and address of the LLC as registered. If changes have occurred, consider using Form LLC-12NC for no changes or LLC-12A for additional managers.
  • Agent for Service of Process: An LLC must designate an agent to receive legal documents. This can be an individual or a registered corporate agent in California.
  • Consequences of Non-Compliance: Failure to file the Statement of Information by the due date can result in a $250 penalty, emphasizing the importance of timely submissions.