What Are the Penalties for Late LLC Filing in California?
Q: What are the penalties for late LLC filing in California?
California imposes a $250 penalty for failure to file the biennial Statement of Information (Form LLC-12) on time, with zero grace period. If your LLC remains delinquent, the Secretary of State may suspend or forfeit your business, effectively dissolving it. Reinstatement requires filing all delinquent reports, paying penalties, and obtaining tax clearance from the Franchise Tax Board.
The $250 Penalty and No Grace Period
Your Statement of Information is due within 90 days of LLC formation, then every two years during your filing month. Miss the deadline by even one day, and the $250 penalty applies automatically under California Corporation Code § 17707.01. There is no grace period, no waiver option, and no reduction for first-time violations.
The penalty applies per delinquent filing. If multiple biennial reports are overdue, penalties accumulate. For example, two missed filings result in a $500 total penalty.
Suspension and Forfeiture Risk
Beyond the $250 fine, failure to file triggers administrative dissolution. The Secretary of State may suspend or forfeit your LLC if the Statement of Information remains delinquent (Cal. Corp. Code §§ 17707.01–17707.06).
A suspended or forfeited LLC cannot:
- Conduct business in California
- Enter contracts
- Sue or defend lawsuits in court
- Maintain good standing status
Forfeiture exposes members to personal liability and effectively dissolves the entity without the protections of voluntary dissolution.
Reinstatement Requirements
If your LLC is suspended or forfeited, reinstatement requires:
- File all delinquent Statement of Information reports with the Secretary of State
- Pay the $250 penalty (or accumulated penalties for multiple filings)
- Submit a revival request to both the Secretary of State and the Franchise Tax Board (FTB)
- Obtain tax clearance from the FTB
There is no reinstatement filing fee, but you must satisfy all back-filing and penalty obligations first. The process typically takes 2–4 weeks.
How to Avoid Penalties
File your Statement of Information online at https://bizfileonline.sos.ca.gov/ to ensure timely submission and receive immediate confirmation. Mark your calendar for your biennial filing month. The $20 filing fee is minimal compared to the $250 penalty and operational disruption of suspension.
Contact the California Secretary of State:
- Phone: (916) 657-5448
- Website: https://www.sos.ca.gov/
- Address: 1500 11th Street, Sacramento, CA 95814
This is general information, not legal advice.