The Statement of Information is a business’s annual report and must be filed annually by every corporation and bi-annually by every LLC and nonprofit. There is a filing fee of $20 for LLCs and nonprofits, and $25 for corporations. Penalties of $250 is assessed for late filing.
All California businesses must file their first Statement of Information with the Secretary of State within 90 days of filing the original Articles of Incorporation (or Articles of Organization). Thereafter, California law requires all corporations, limited liability companies, nonprofit corporations, and common interest development associations to update the records either every year or every two years based on year of registration by filing a statement and submit the filing fee.
Keep in mind that all filings and contents are available to the public, including names, phone numbers, email addresses, and mailing addresses. Please be mindful of submitting any confidential information to prevent identity theft.
These forms can be filed electronically at https://businessfilings.sos.ca.gov/. PDF format for mail in completion are available as well at https://www.sos.ca.gov/business-programs/business-entities/statements/.
When to File
The filing period for each corporation, LLC, and nonprofit depends on the year and month of incorporation, registration, formation, or conversion. If the LLC or nonprofit was formed on an even numbered year, file every even numbered year. If the year of incorporation, registration, formation, or conversion was an odd numbered year, file in every odd year.
- August 10th 2019 is your LLC’s formation date
- first Statement of Information is due by November 8th 2019 (90 days from August 10th)
- ongoing Statements of Information are due every 2 years, due by your anniversary date (August 10th 2021, August 20th 2023, August 20th 2025, and so on)
If you are unsure of the formation date, this information is available at https://businesssearch.sos.ca.gov/. Simply enter your entity name or number, and the search result will produce the registration date in addition to other corporate information as well as the previous filed registration and updated reports. The filing period is a six-month window. You can file anytime within that month or in the five calendar months preceding that month.
What happens if I do not file?
In addition to the $250 penalty imposed. The Secretary of State will suspend/forfeit your business for not filing the required Statement of Information. If your business is suspended, you cannot:
- Legally do business
- Sell, transfer, or exchange real property
- File with an automatic extension (more below)
- File a claim for refund
- Start or continue a protest
- Legally close or dissolve your business
- Bring an action or defend your business in court
- File or maintain an appeal before the Office of Tax Appeals
- Maintain the right to use your business name
- Secretary of State (SOS) will deny your revivor request if the entity name is no longer available.
- SOS will require your business to choose a new name
- Retain tax-exempt status.
- Revoke an organization’s tax-exempt status as of the suspension date.
- Contracts entered into can be voided by the other party
Basically, the legal protections extended to your entity would not be available. Entities that are in suspended or forfeited status are not eligible for California’s automatic extension and could be subject to additional late filing penalties.
Please be advised that while a renewal reminder is mailed to the LLC or Corporation, it is mailed to the address as listed. For many LLCs and Corporations, the Agent for Service of Process who initially registered the company on your behalf may have used their address instead, in which case the reminder would be mailed to the agent. It is still the corporation and LLCs responsibility to file the annual/bi-annual forms regardless of whether a reminder was received. Therefore, we strongly advise our clients to set recurring reminders on their calendar to avoid any delinquency.
For more information on the Statement of Information, or questions on how to revive your entity if it is suspended or forfeited, contact your LSL Advisor at 714.569.1000 or [email protected]
Melissa provides taxation expertise to several industries, including real estate, professional services, manufacturing, distribution, construction, and non-profit organizations. Her services also include tax compliance and strategic planning/consultation for C and S Corporations, general partnerships, LLCs, individuals, and non-profit organizations.