The California LLC 12 form, officially known as the Statement of Information, is a crucial document that every limited liability company (LLC) in California must file. This form is required within 90 days of registering and then every two years thereafter, ensuring that the state has up-to-date information about the LLC's management and operations. To get started on your filing, click the button below.
For any limited liability company (LLC) operating in California, the California LLC 12 form, formally known as the Statement of Information (Form LLC-12), plays a crucial role in maintaining compliance with state regulations. This form must be filed within 90 days of the LLC's registration and then every two years during a designated six-month filing period based on the original registration date. The form captures essential details about the LLC, including its name, entity number, and principal office address. It also requires information about the LLC's management structure, such as the names and addresses of managers or members, and the designation of an agent for service of process. Filing can be done conveniently online, and there are specific fees associated with both initial and periodic submissions. Additionally, it’s important to note that if the LLC's status is suspended or forfeited, it must be resolved with the California Franchise Tax Board before the form can be filed. Timely and accurate completion of the LLC 12 form is vital, as failure to do so can result in penalties, making it essential for LLCs to stay on top of their filing obligations.
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)
Filling out the California LLC-12 form is an essential step for any limited liability company in California. This form, known as the Statement of Information, must be submitted within 90 days of your LLC's registration and then every two years thereafter. To ensure compliance, it is crucial to follow the instructions carefully.
Once the form is filled out, it can be submitted online or mailed to the appropriate office. Ensure that all required fees are included, and remember that timely submission is crucial to avoid penalties.
What is the California LLC 12 form?
The California LLC 12 form, officially known as the Statement of Information, is a required document for every California and registered foreign limited liability company. This form must be filed within 90 days of the company's registration with the California Secretary of State and every two years thereafter during a specific filing period. It provides essential information about the LLC, including its address, management structure, and agent for service of process.
When do I need to file the LLC 12 form?
The initial filing of the LLC 12 form is due within 90 days of the entity's registration date. After that, the form must be filed every two years based on the original registration date. The filing period includes the month of registration and the preceding five months. It is crucial to adhere to these timelines to avoid penalties.
How can I check the status of my LLC before filing the form?
You can check the status of your LLC by visiting the California Secretary of State's Business Search website at BusinessSearch.sos.ca.gov. The status must be active or suspended/forfeited to file the LLC 12 form. If your LLC is suspended or forfeited, you will need to resolve this issue with the California Franchise Tax Board before proceeding.
What are the fees associated with filing the LLC 12 form?
The filing fee for the LLC 12 form is $20.00. If you require copies or certified copies 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 attachment. For certified copies, there is an additional $5.00 certification fee per document.
What happens if I fail to file the LLC 12 form on time?
If you do not file the LLC 12 form by the due date, a penalty of $250.00 will be assessed. It is essential to keep track of filing deadlines to avoid this financial consequence. Regularly reviewing your filing status can help ensure compliance.
How do I file the LLC 12 form?
The LLC 12 form can be filed online at bizfile.sos.ca.gov for faster processing. Alternatively, you can mail the completed form along with the applicable fees to the Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300. In-person submissions can also be made at the Sacramento office located at 1500 11th Street, Sacramento, CA 95814.
When filling out the California LLC-12 form, it’s important to pay close attention to detail. One common mistake is entering the LLC name incorrectly. Make sure to use the exact name as it appears on your registration documents. This includes the correct entity ending, such as “LLC” or “Limited Liability Company.” Failing to do so can lead to processing delays or rejections.
Another frequent error is omitting the 12-digit Entity (File) Number. This number is crucial and can be found on your registration document. Without it, the Secretary of State may not be able to process your form. Always double-check that you have entered this number accurately.
People often confuse the address requirements as well. The principal office address must be a physical location. Avoid using a P.O. Box or an “in care of” address. If you provide an incorrect address, it can lead to issues with receiving important documents or notifications from the state.
Additionally, some individuals fail to include the name and address of the Agent for Service of Process. This agent is responsible for receiving legal documents on behalf of the LLC. Make sure you either designate an individual or a registered corporate agent, but not both. This is a crucial step that should not be overlooked.
Another mistake is not updating information when necessary. If there are changes to the LLC’s management or address, these must be reported on the LLC-12 form. Ignoring this requirement can result in penalties or complications in legal matters.
Many people also forget to sign and date the form. This step is essential. Without a signature, the form is considered incomplete and will not be processed. Always ensure that the person completing the form has signed it before submission.
Lastly, some individuals may not pay the required fees or misunderstand the fee structure. Be sure to check the current fees and include payment with your submission. Failure to do so can lead to delays in processing or penalties.
Taking the time to carefully complete the LLC-12 form can save you from unnecessary headaches. By avoiding these common mistakes, you can ensure that your filing goes smoothly and that your LLC remains in good standing with the state.
When filing the California LLC-12 form, several other documents may also be necessary or helpful. Each of these documents serves a specific purpose in the management and operation of a limited liability company. Below is a brief overview of these forms.
Understanding these forms can help ensure that your LLC remains compliant with state regulations. Keeping accurate and up-to-date records is essential for the smooth operation of your business.
The California LLC-12 form, known as the Statement of Information, serves a vital function in maintaining compliance for limited liability companies in California. Several other documents share similarities with the LLC-12 form in terms of purpose, filing requirements, and information provided. Here’s a list of eight such documents:
Understanding these forms can help ensure compliance and maintain good standing with the California Secretary of State. Each document plays a role in the broader regulatory framework that governs business entities in the state.
When filling out the California LLC 12 form, it's important to follow certain guidelines to ensure that the process goes smoothly. Here is a list of things you should and shouldn't do:
By adhering to these guidelines, you can help ensure that your filing is complete and accurate, which can prevent delays or penalties.
Misconceptions about the California LLC 12 form can lead to confusion and errors in filing. Here are seven common misconceptions:
Understanding these misconceptions is crucial for compliance and maintaining the good standing of your LLC in California. Act promptly to ensure all filings are accurate and timely.
Filing Deadline: Every California LLC must submit Form LLC-12 within 90 days of its registration and every two years thereafter during a designated 6-month filing period.
Status Check: Ensure your LLC is active or in a suspended/forfeited status before filing. You can verify this through the California Secretary of State's Business Search.
Filing Fees: The fee for filing Form LLC-12 is $20. This applies to both initial and periodic filings.
Obtaining Copies: If you need a copy of your filed Statement of Information, include the appropriate fees when submitting the form.
Submission Method: For quicker processing, consider filing online at bizfile.sos.ca.gov. Alternatively, you can mail or deliver the form in person to the Secretary of State's office.
Agent for Service: You must designate an agent for service of process, either an individual residing in California or a registered corporate agent.
Principal Office Address: Provide a complete physical address for your LLC’s principal office. Avoid using P.O. Box addresses.
Manager Information: Include the name and address of any manager(s) or members. Every LLC must have at least one manager or member.
Penalties: Failing to file the Statement of Information by the due date may result in a $250 penalty.