The California LLC 12 form, officially known as the Statement of Information, is a crucial document that every limited liability company (LLC) must file with the California Secretary of State. This form must be submitted within 90 days of registering and then every two years thereafter, ensuring that the state has up-to-date information about the company. Understanding the requirements and deadlines for the LLC 12 form is essential for maintaining compliance and avoiding penalties.
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The California LLC 12 form, officially known as the Statement of Information (Form LLC-12), is a crucial document for every limited liability company operating in California, as well as for registered foreign LLCs. This form must be submitted to the California Secretary of State within 90 days of the company’s registration and subsequently every two years during a designated filing period. The filing period is determined by the original registration date, ensuring that the state has up-to-date information about the LLC's status and operations. To file the form, the LLC must be active or, in some cases, suspended or forfeited. The form requires various pieces of information, including the LLC's name, its principal office address, and details about its management structure, such as the names and addresses 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 can be done conveniently online, and there are associated fees for both initial and periodic submissions. It is essential to adhere to the filing deadlines to avoid penalties, which can be significant. For those seeking copies of the filed document, specific fees apply, and it is possible to obtain a free filed copy through the Secretary of State's online business search tool. Understanding the requirements and processes surrounding the LLC 12 form is vital for maintaining compliance and ensuring the smooth operation of a limited liability company in California.
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
Periodic
years based on the entity’s
(Form LLC-12, if changes have been
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)
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
Statement
after the initial or required filing
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
February
September
March
October
April
November
May
December
June
July
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
the LLC is organized.
correctly including the jurisdiction that matches your registered
foreign LLC.
• If the LLC is formed in California, leave Item 3 blank.
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, 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.
• If the LLC is formed outside of
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:
• Enter the name of the agent for service of
process and the agent’s complete
California street address, city and zip
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).
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.
• 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.).
Secretary of State
Business Programs Division
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)
LLC-12
(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
c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box
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
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)
b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box
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
b. Address
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)
Completing the California LLC-12 form is a necessary step for maintaining compliance with state regulations regarding limited liability companies. This form must be filed with the California Secretary of State within specific time frames, and it requires accurate information about the LLC and its management. Following the steps outlined below will ensure that the form is filled out correctly.
After completing the form, it can be submitted online or mailed to the Secretary of State. Ensure that the applicable fees are included if filing by mail. Be aware that failure to file by the due date may result in penalties.
The California LLC 12 form, also known as the Statement of Information, is a document that every limited liability company (LLC) in California must file with the Secretary of State. This filing is required within 90 days of registering the LLC and must be done every two years thereafter. The specific filing period is determined by the original registration date, and it includes the month of registration and the preceding five months. This ensures that the state has up-to-date information about the LLC's management and contact details.
To file the LLC 12 form, your LLC must have an active status. You can check the status of your LLC by visiting the California Secretary of State’s Business Search website at BusinessSearch.sos.ca.gov. This tool allows you to verify whether your LLC is active or has been suspended or forfeited. If your LLC's status is not active, you will need to resolve any issues with the California Franchise Tax Board (FTB) before proceeding with the filing.
The fee for filing the LLC 12 form is $20. This 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. Specifically, the copy fee is $1.00 for the first page and $0.50 for each additional attachment page. A certification fee of $5.00 is charged for each certified copy. It is essential to include payment for these fees when submitting the form to ensure processing without delays.
When completing the LLC 12 form, you will need to provide several key pieces of information:
Completing this form accurately is crucial, as it ensures compliance with state regulations and helps maintain your LLC's good standing.
Failure to file the LLC 12 form by the due date can lead to significant consequences. Specifically, a penalty of $250 will be assessed. This penalty applies to any LLC that does not meet the filing requirements, which can negatively impact the business's standing with the state. To avoid these penalties, it is important to keep track of your filing deadlines and ensure timely submissions.
Yes, the California LLC 12 form can be filed online through the California Secretary of State's website at bizfile.sos.ca.gov. Filing online is often the fastest and most efficient method. It allows for immediate processing and reduces the likelihood of errors compared to paper submissions. If you prefer to file by mail, you can send the completed form along with the required fees to the designated address provided by the Secretary of State.
Incorrect LLC Name: One common mistake is failing to enter the name of the LLC exactly as it appears in the registration document. This includes missing the entity ending, such as “LLC” or “Limited Liability Company.”
Missing Entity Number: Applicants often forget to include the 12-digit Entity (File) Number issued by the California Secretary of State. This number is crucial for identifying the LLC.
Improper Address Format: Many people mistakenly enter a P.O. Box or an “in care of” address instead of a physical street address. The form requires a complete street address, including city, state, and zip code.
Incomplete Agent Information: Some individuals neglect to provide complete details for the Agent for Service of Process. This includes either an individual agent’s full name and address or the correct name of a registered corporate agent.
Failure to Update Information: People often submit the form without updating necessary information, such as changes to management or business address. This can lead to discrepancies in the records.
Missing Signature: Lastly, applicants sometimes forget to sign the form or provide the name and title of the person completing it. This omission can result in the rejection of the filing.
The California LLC 12 form, also known as the Statement of Information, is essential for maintaining compliance with state regulations. However, several other forms and documents are often used in conjunction with it. Below is a list of these documents, along with brief descriptions of their purposes.
These documents play a crucial role in the ongoing management and compliance of an LLC in California. Ensure that all necessary forms are completed accurately and submitted on time to avoid penalties and maintain good standing.
The California LLC-12 form, known as the Statement of Information, shares similarities with various other documents required for business entities operating within the state. One such document is the Articles of Organization (Form LLC-1). This form is the foundational document for establishing a limited liability company in California. Just as the LLC-12 requires specific information about the LLC's structure and management, the Articles of Organization outlines the basic details of the LLC, such as its name, address, and the names of its members. Both forms are essential for ensuring compliance with state regulations and for maintaining the active status of the business entity.
Another document that mirrors the LLC-12 is the Statement of Information for Corporations (Form SI-550). This form serves a similar purpose for corporations as the LLC-12 does for LLCs. Both documents require periodic updates to reflect changes in the company's structure, management, or address. They both aim to provide transparency and maintain up-to-date records with the California Secretary of State. The filing frequency is also similar, as corporations must file their Statement of Information annually, just as LLCs must do every two years.
The Statement of Information for Limited Partnerships (Form LP-1) also bears resemblance to the LLC-12. This document is used by limited partnerships to provide essential information about the partnership, including the names and addresses of general partners. Like the LLC-12, the LP-1 must be filed within a specific timeframe after the formation of the partnership and periodically thereafter. Both forms serve to keep the state informed about the business's operations and management structure.
Form 990, the Return of Organization Exempt from Income Tax, is another document that shares a similar purpose of transparency and accountability. While primarily used by nonprofit organizations, it requires detailed information about the organization's structure, governance, and financial activities. Like the LLC-12, Form 990 must be filed annually, ensuring that the organization remains compliant with federal regulations and maintains its tax-exempt status.
The California Statement of Domestic Partnership (Form DP-1) is akin to the LLC-12 in that it requires the submission of specific information to the state. This form is used to register a domestic partnership and includes details such as the names and addresses of the partners. Both documents are designed to establish legal recognition and protect the rights of the parties involved, whether in a business or personal context.
Form 700, the Statement of Economic Interests, also shares a commonality with the LLC-12 regarding the disclosure of relevant information. This form is typically required for public officials and certain employees to report their financial interests and potential conflicts of interest. Like the LLC-12, it serves to promote transparency and accountability, ensuring that individuals in positions of power disclose their financial dealings.
The California Statement of Information for Nonprofit Corporations (Form SI-100) is another document similar to the LLC-12. Nonprofit corporations must file this form to provide essential information about their organization, including its officers and address. Both forms emphasize the importance of keeping the state informed about the entity's structure and operations, thereby fostering transparency and compliance with state laws.
Form D, the Notice of Exempt Offering of Securities, is also relevant in this context. While it pertains to securities offerings, it requires detailed information about the offering and the entities involved. Like the LLC-12, it serves to inform the state and potential investors about the business's operations and financial standing, ensuring that all parties are aware of the risks and opportunities involved.
The California Franchise Tax Board (FTB) Tax Registration form is another document that parallels the LLC-12. This form is necessary for businesses to register for tax purposes and provides essential information about the business entity. Both documents are critical for maintaining compliance with state regulations and ensuring that the business remains in good standing with tax authorities.
Lastly, the Business License Application is similar to the LLC-12 in that it is often required for businesses to operate legally within a specific jurisdiction. This application requires detailed information about the business, including its structure and ownership. Like the LLC-12, it serves to ensure that the business complies with local regulations and maintains its operational legitimacy.
When filling out the California LLC 12 form, there are several important dos and don'ts to keep in mind. Following these guidelines can help ensure a smooth filing process.
By adhering to these dos and don'ts, you can help ensure that your Statement of Information is completed accurately and submitted successfully.
Misconception 1: The LLC-12 form is only for new LLCs.
This is not true. While the initial filing is required within 90 days of registering, every LLC must also submit the LLC-12 form every two years, regardless of when it was formed.
Misconception 2: You can file the LLC-12 form at any time.
In fact, there is a specific 6-month filing window based on the original registration date. Missing this window can lead to penalties.
Misconception 3: You can submit the form without checking your LLC's status.
The status of the LLC must be active or not suspended/forfeited to file the LLC-12. It's essential to verify this status before submission.
Misconception 4: Filing the LLC-12 form is free.
There is a fee of $20 for filing the LLC-12 form. Additionally, there are costs for obtaining copies or certified copies of the document.
Misconception 5: You can use a P.O. Box for the LLC's address.
This is incorrect. The form requires a physical address for the LLC's principal office, and P.O. Boxes are not acceptable.
Misconception 6: You can designate anyone as your Agent for Service of Process.
Only individuals residing in California or registered corporate agents can be designated. It's crucial to ensure that the agent meets the necessary qualifications.
Misconception 7: The information on the LLC-12 form is private.
All information provided in the LLC-12 form, including addresses, becomes public record. This means anyone can access it.
When completing the California LLC-12 form, there are several important points to keep in mind. Here are the key takeaways:
By following these guidelines, you can ensure that your LLC complies with California's filing requirements effectively.