California LLC Annual Report

---|--------| | Item | Amount |

Report Name	Statement of Information (Form LLC-12)
Filing Frequency	Biennial (every 2 years)
Filing Fee	$20.00
First Report Due	Within 90 days of formation
Recurring Due Date	Last day of the calendar month in which you originally filed Articles of Organization, every 2 years
Filing Method	Online only (bizfileonline.sos.ca.gov)
Late Penalty	$250
Grace Period	None
Consequence of Non-Filing	Secretary of State may suspend or forfeit your LLC
Filing Authority	California Secretary of State, (916) 657-5448

What Is the Statement of Information and Why Does Your LLC Need It?

The Statement of Information (Form LLC-12) is a biennial filing required under California Corporations Code § 17702.09. It updates the Secretary of State with current information about your LLC's management, registered agent, principal office address, and business type. This filing keeps your LLC's public record accurate and maintains your good standing with the state.

California law requires every LLC—domestic and foreign—to file this statement. The form serves as proof that your LLC is active and compliant. Without timely filing, your LLC risks administrative dissolution, which can affect your liability protection, ability to sue or defend lawsuits, and tax status.

Required Information on Form LLC-12

Your Statement of Information must include the following, per Corporations Code § 17702.09(a):

1. LLC Identification

Your LLC's legal name
Secretary of State file number
For foreign LLCs: the name under which you are authorized to do business in California and your home state/jurisdiction

2. Registered Agent and Office

Name and street address of your registered agent for service of process
Street address of your principal office (or principal business office in California for foreign LLCs)
Mailing address if different from principal office

3. Management Information

Names and complete business or residence addresses of all managers (if manager-managed)
Names and addresses of all members (if member-managed)
Name and address of any chief executive officer, if appointed

4. Business Type

General description of your principal business activity (e.g., "software development," "real estate investment," "consulting services")

5. Labor Code Compliance Statement

For manager-managed LLCs: statement indicating whether any manager has an outstanding final judgment for violation of wage orders or Labor Code provisions
For member-managed LLCs: same statement for members who are agents of the LLC (unless your operating agreement limits agency to specific members)

6. Electronic Notice Preference (Optional)

Email address if you want to receive renewal notices and SOS notifications electronically instead of by mail

How to File the Statement of Information Online

Filing Form LLC-12 is straightforward but must be done exclusively online. Here is the step-by-step process:

Step 1: Access BizFile Online Go to bizfileonline.sos.ca.gov and log in with your account credentials. If you do not have an account, you will need to create one. The Secretary of State provides detailed instructions on the website.

Step 2: Select "File a Document" Choose the option to file a new document and select "Statement of Information (LLC-12)" from the dropdown menu.

Step 3: Enter Required Information Complete all mandatory fields with current information. Review the data carefully—inaccurate filings can expose you to liability under Corporations Code § 17702, which holds signers and responsible members/managers liable for damages caused by knowingly inaccurate information.

Step 4: Pay the $20 Filing Fee The system will prompt you to pay the $20 filing fee by credit card or electronic check. The fee is non-refundable regardless of whether the filing is accepted or rejected.

Step 5: Submit and Receive Confirmation After submission, you will receive an email confirmation with a filing number and date. The SOS typically processes online filings within 1–3 business days. You can check the status of your filing on BizFile Online.

Tip: File at least 2–3 weeks before your deadline to allow time for processing and correction if the SOS rejects the filing for incomplete or inaccurate information.

Critical Deadlines for 2026 and Beyond

Understanding your specific due date is essential to avoid the $250 penalty. Your deadline depends on when you originally filed your Articles of Organization.

Initial Filing Deadline

Your first Statement of Information is due within 90 days of the date the Secretary of State filed your Articles of Organization (Form LLC-1). This is a hard deadline. If you formed your LLC in January 2026, your first statement is due by the end of April 2026.

Biennial (Every 2 Years) Deadline

After the initial filing, you must file a new Statement of Information every 2 years during the calendar month in which you originally filed your Articles. Per Corporations Code § 17702.09(c), the "applicable filing period" is the calendar month of your original filing plus the immediately preceding five months (a 6-month window).

Example Timeline:

Articles filed: March 15, 2024
First Statement due: June 15, 2024 (within 90 days)
Second Statement due: March 31, 2026 (by end of March, the month of original filing, 2 years later)
Third Statement due: March 31, 2028
Fourth Statement due: March 31, 2030

The Secretary of State will send you a reminder notice approximately 3 months before your deadline. However, failure to receive the notice does not excuse late filing. You are responsible for tracking your own deadline.

2026 Specific Deadlines

If you formed your LLC in 2024, your second biennial filing is due in the same calendar month in 2026. For example:

Formed January 2024 → Statement due by January 31, 2026
Formed June 2024 → Statement due by June 30, 2026
Formed December 2024 → Statement due by December 31, 2026

Late Filing Penalties and Consequences

Missing your Statement of Information deadline triggers automatic penalties and potential dissolution of your LLC.

The $250 Penalty

If you fail to file by the deadline, the Secretary of State will assess a $250 penalty per Corporations Code § 17702.09 and related SOS regulations. This penalty is collected by the California Franchise Tax Board (FTB) and is separate from any state income tax or franchise tax obligations.

There is no grace period. A filing submitted even one day late incurs the full $250 penalty. The penalty applies whether you file late or not at all.

Suspension and Forfeiture

If you continue to miss filings, the Secretary of State may suspend or forfeit your LLC. Suspension means your LLC loses its legal authority to conduct business in California. Forfeiture is a more severe consequence that can result in dissolution of the LLC.

A suspended or forfeited LLC cannot:

Sue or defend lawsuits
Enter into contracts
Conduct business legally
Maintain liability protection

Tax Consequences

The FTB may also treat a suspended LLC as dissolved for tax purposes, potentially triggering final tax returns and loss of pass-through status. If you have employees, suspension can jeopardize payroll tax compliance.

How to Reinstate a Suspended or Forfeited LLC

If your LLC has been suspended or forfeited due to missed Statement of Information filings, you can request reinstatement, but the process requires multiple steps and may involve additional costs.

Reinstatement Requirements

Per SOS policy and Corporations Code § 17702.09, you must:

File all delinquent Statements of Information — Submit every missed Statement of Information form, going back to the original filing date. Each will incur the $20 filing fee.
Pay all accumulated penalties — The $250 penalty for each missed filing is due. If you missed three biennial filings, you owe $750 in penalties plus $60 in filing fees ($20 × 3).
Request revival with the Secretary of State — File a formal request for reinstatement through BizFile Online or by mail to the Secretary of State, 1500 11th Street, Sacramento, CA 95814.
Notify the California Franchise Tax Board — Contact the FTB at (916) 845-4900 or visit ftb.ca.gov to ensure your LLC's tax account is updated and any franchise tax obligations are current.

Reinstatement Fee

The Secretary of State charges $0.00 for reinstatement itself, but you will pay the $20 filing fee for each delinquent Statement of Information plus the $250 penalty per missed filing.

Timeline

Reinstatement typically takes 2–4 weeks after you submit all required documents and fees. During this period, your LLC remains suspended and cannot legally conduct business.

Amended Statements and Changes Between Filing Periods

You are not required to wait until your biennial deadline to update information. If your LLC's details change—such as a new manager, change of registered agent, or relocation of principal office—you have two options.

File an Amended Statement

You may file a current Statement of Information at any time to report changes. Per Corporations Code § 17702.09(d), whenever you file a new statement, it supersedes all previous filings. The $20 filing fee applies.

File a Statement of No Change

If no changes have occurred since your last filing, you may file Form LLC-12NC (Statement of No Change) instead of a full statement. This also costs $20 and satisfies your biennial filing requirement.

When Changes Require Immediate Filing

Certain changes must be reported promptly:

Change of registered agent or agent's address: You must file a new statement immediately per Corporations Code § 17702.09(d). Do not wait for your biennial deadline.
Change of principal office address: You may file an amended statement, though it is not strictly required until your next biennial filing.
Change of managers or members: You may file an amended statement to keep records current.

Additional Annual Obligations: Franchise Tax and Gross Receipts Fee

While the Statement of Information is a filing requirement, it is separate from California's annual franchise tax and gross receipts fee, both of which are due every year.

The $800 Franchise Tax

Every LLC doing business or organized in California must pay an $800 annual franchise tax per Revenue and Taxation Code § 17941. This is due April 15 each year and applies to all LLCs, regardless of income or profitability.

The first-year exemption created by AB 85 (2020) expired December 31, 2023 and has not been renewed. All LLCs formed in 2024, 2025, and 2026 owe the full $800 in their first year. The only exception: if you cancel your LLC within one year using Short Form Cancellation (Form LLC-4/8), you may avoid the first-year tax.

Gross Receipts Fee (Additional)

If your LLC's total California-source income exceeds $250,000, you owe an additional annual fee per Revenue and Taxation Code § 17942:

| California Income | Annual Fee |

$250,000–$499,999	$900
$500,000–$999,999	$2,500
$1,000,000–$4,999,999	$6,000
$5,000,000+	$11,790

This fee is due June 15 (the 15th day of the 6th month of the tax year for calendar-year LLCs). File using FTB Form 3536.

Do Not Confuse These with the Statement of Information

The Statement of Information is a filing with the Secretary of State ($20, biennial). The franchise tax and gross receipts fee are taxes/fees paid to the California Franchise Tax Board (annual). All three are separate obligations.

FAQ

1. What happens if I miss the Statement of Information deadline?

The Secretary of State will impose a $250 penalty for failure to file. There is no grace period. If you continue to miss filings, the SOS may suspend or forfeit your LLC, effectively dissolving it. You can request reinstatement by filing all delinquent reports, paying penalties, and submitting a revival request to both the Secretary of State and the California Franchise Tax Board.

2. Can I file the Statement of Information by mail?

No. As of 2025, the Statement of Information (Form LLC-12) must be filed online only through BizFile Online at bizfileonline.sos.ca.gov. The Secretary of State no longer accepts paper filings for this form. You will need to create or log into your BizFile account and submit the form electronically.

3. What if nothing has changed in my LLC since the last filing?

You may file a Statement of No Change (Form LLC-12NC) instead of a full Statement of Information. This form costs $20 and notifies the Secretary of State that no changes have occurred during the filing period. You must still file it by the deadline; failure to do so incurs the same $250 penalty as missing a full Statement of Information.

4. When is my specific filing deadline in 2026?

Your deadline depends on the month you originally filed your Articles of Organization. You must file during that same calendar month, every two years. For example, if you filed Articles in March 2024, your next Statement of Information is due by March 31, 2026. Check your original formation documents or search your LLC on the Secretary of State's business search at bizfileonline.sos.ca.gov to confirm your filing month.

5. Can I file an amended Statement of Information between biennial deadlines?

Yes. You may file an amended Statement of Information at any time to report changes in manager/member names, addresses, registered agent information, or business type. The $20 filing fee applies. When you file a new statement, it supersedes all previously filed statements. If your registered agent or agent's address changes, you must file immediately—do not wait for your biennial deadline.

6. What is the difference between the Statement of Information and the franchise tax?

The Statement of Information (Form LLC-12) is a biennial filing with the Secretary of State ($20 fee) that updates your LLC's management and address information. The franchise tax is an annual payment to the California Franchise Tax Board ($800 minimum, due April 15). Both are separate obligations. You must comply with both to keep your LLC in good standing.

7. How do I reinstate my LLC if it was suspended for missing a filing?

File all delinquent Statements of Information online at bizfileonline.sos.ca.gov ($20 per filing), pay the $250 penalty per missed filing to the California Franchise Tax Board, and submit a reinstatement request to both the Secretary of State (1500 11th Street, Sacramento, CA 95814) and the FTB (ftb.ca.gov). There is no reinstatement fee, but the process takes 2–4 weeks.

8. Does the Secretary of State send me a reminder before my filing deadline?

Yes. The Secretary of State sends a notice approximately three months before your filing deadline to your registered mailing address or email (if you elected electronic notices). However, failure to receive this notice does not excuse late filing. You are responsible for tracking your own deadline and filing on time.

Statute and Authority References

All requirements discussed in this guide are codified in California law:

California Corporations Code § 17702.09 — Statement of Information requirements, filing periods, and content
California Corporations Code § 17701.13 — Registered agent requirements
California Corporations Code § 17702.02 — Amendment of Articles of Organization
California Revenue and Taxation Code § 17941 — Franchise tax ($800 minimum)
California Revenue and Taxation Code § 17942 — Gross receipts fee
California Secretary of State BizFile Online — bizfileonline.sos.ca.gov (official filing portal)

For questions, contact the California Secretary of State at (916) 657-5448 or visit sos.ca.gov.

Conclusion

The Statement of Information (Form LLC-12) is a straightforward but non-negotiable biennial filing for California LLCs. Your first statement is due within 90 days of formation; subsequent filings are due every 2 years in the calendar month of your original Articles filing. The $20 fee is minimal, but the $250 late