A Secretary of State Statement of Information keeps a California LLC's public record current. You must understand when it is due, what it costs, where to file, and how to correct outdated or missing information.
Key Takeaways
- California LLCs generally file an initial Statement of Information within 90 days after registration and a recurring statement every two years.
- The recurring filing window includes the LLC's registration month and the five preceding calendar months.
- The standard California LLC Statement of Information filing fee is $20.
- You can file online through the California Secretary of State's bizfile Online system.
- A no-change statement is still required during each biennial filing period, even if the LLC's information remains accurate.
- Late filing may result in a $250 penalty and eventual suspension or forfeiture.
What Is a California LLC Statement of Information?
The California LLC Statement of Information is a public filing that identifies an LLC and provides its current contact, management, and agent information. California uses Form LLC-12 for this purpose. The filing is separate from the Articles of Organization used to create the LLC.
Every domestic California LLC must submit the initial statement. A foreign LLC registered to transact business in California generally has the same initial and recurring Statement of Information obligations, even though it was formed under another state's law. Filing is required even if the company has not started operating or has conducted no business during the reporting period.
The statement generally identifies the LLC's business and mailing addresses, managers or members, agent for service of process, chief executive officer if one has been appointed, and primary business activity. This information allows state agencies, customers, creditors, and other members of the public to locate the business and determine where legal papers may be delivered.
Although people sometimes call this an annual report, California LLCs do not file it annually. The official recurring cadence is biennial, meaning once every two years. Biannual means twice per year and does not describe the LLC requirement. For a closer look at the filing itself, see this Form LLC-12 filing guide.
CA Statement of Information Filing Due Dates and Fees
A newly registered LLC must file its first statement within 90 days after filing its formation or registration document. After that, it files every two years. The recurring period ends on the last day of the LLC's registration month and opens five calendar months earlier.
For example, if the Secretary of State registered an LLC in July, its recurring filing window runs from February 1 through July 31 in the appropriate biennial year. An LLC registered in an even-numbered year generally files its recurring statements in even-numbered years. An LLC registered in an odd-numbered year generally files in odd-numbered years.
| Filing situation | When to file | General fee rule |
|---|---|---|
| Initial LLC statement | Within 90 days after California formation or registration | $20 |
| Recurring biennial statement | Every two years during the six-month filing window ending with the registration month | $20 |
| No-change statement | During the same required biennial filing period | $20 |
| Statement reporting changed information | File when the public record needs updating, including outside the normal filing period | No fee when filed outside the applicable filing period to report changes |
The $20 amount answers searches for the California LLC Statement of Information fee for 2025, but fees and filing options can change. Check the current Secretary of State instructions before submitting payment. The Statement of Information fee is also separate from taxes, licenses, permits, and other annual LLC fees.
How to File a Secretary of State Statement of Information Online
The fastest filing path is usually the California Secretary of State's bizfile Online system. Start by locating the LLC, selecting the available Statement of Information filing option, and reviewing the existing public record. Enter the requested information, verify it, provide the authorized filer's details, and submit the filing with the required fee.
- Search for the LLC by its exact name or California entity number.
- Confirm that you selected the correct entity before opening the filing.
- Choose the Statement of Information transaction available for the LLC.
- Enter current addresses, management information, agent information, and business activity.
- Use the no-change option only if every relevant item remains accurate.
- Review spelling, addresses, names, and the entity number before submission.
- Pay the required fee and retain the confirmation or filed copy with the LLC's records.
The Secretary of State also provides paper filing instructions. Mail and in-person availability, addresses, payment methods, and processing procedures may change, so use the instructions attached to the current LLC-12 form rather than relying on an older saved copy. Online filing reduces the risk of mailing delays and makes it easier to confirm that you selected the correct entity.
The broader California Secretary of State LLC compliance guide explains how this filing fits with other state records and ongoing requirements.
CA LLC Statement of Information Preparation Checklist
Gather the information before beginning the filing. This helps prevent a rejected filing or an inaccurate public record. Compare each entry with the LLC's formation documents, operating agreement, internal resolutions, and most recently filed statement.
- Exact LLC name: Use the name shown in the Secretary of State's record, including punctuation and the entity ending.
- California entity number: Enter the number assigned by the Secretary of State, not a federal tax number.
- Jurisdiction: Identify the state or other jurisdiction where the LLC was formed.
- Principal office: Provide the complete street address requested by the current form.
- Mailing address: Add it if it differs from the principal office address.
- California office: A domestic LLC should provide the requested California office information.
- Managers or members: List the managers, or the members if the LLC has no managers, as required by the form.
- Agent for service of process: Confirm the agent's exact name and required California address information.
- Chief executive officer: Include the person's name and address if the LLC has appointed one.
- Business activity: Give a brief description of the LLC's principal business.
- No-change status: Use this option only after comparing the current record with the company's actual information.
An authorized person may submit the filing for the LLC. Before signing or electronically submitting it, confirm that internal approval requirements in the operating agreement have been followed. Additional Statement of Information requirements for LLCs may help you evaluate who should review the filing.
Initial, Recurring, No-Change, and Updated LLC Filings
A new LLC's initial filing creates the detailed public record that follows its formation or foreign registration. Do not assume the Articles of Organization already supplied everything required by LLC-12. The initial statement remains due within 90 days even when the LLC has not opened a bank account, hired employees, earned revenue, or begun operations.
After the initial filing, the LLC submits a recurring statement every two years during its assigned six-month window. California sometimes describes this as a biennial Statement of Information. A calendar reminder should identify both the opening of the filing period and its final day, rather than relying only on a state notice.
If nothing has changed, the LLC still has to file during the recurring period and pay the required fee. The no-change selection confirms that the existing record remains accurate. It does not excuse the company from filing.
When addresses, management, the agent for service of process, or other reported facts change, update the public record rather than waiting for inaccurate information to cause missed notices. California permits an updated statement to be filed outside the regular filing period, generally without a filing fee when its purpose is to report changes. A change filing does not necessarily reset the LLC's existing biennial schedule, so continue tracking the original registration month and filing year.
The Statement of Information also does not amend the Articles of Organization when a formal amendment is legally required. It does not replace federal or state tax returns, local business licenses, permits, or internal company approvals.
How to Find the California Secretary of State File Number
The California Secretary of State assigns an entity number when it accepts an LLC's formation or registration filing. You may find that number on the filed Articles of Organization, foreign registration document, prior Statement of Information, or the state's online business record.
To locate it online, open the Secretary of State's Business Search. Search by the LLC's legal name and compare the results carefully. Similar names can belong to unrelated entities. Confirm the entity type, jurisdiction, status, and other identifying information before using the number in a filing.
The California entity number is not the LLC's employer identification number, or EIN. The Secretary of State issues the entity number for California records. The Internal Revenue Service issues an EIN for federal tax administration. Entering an EIN where the filing asks for the California entity number can prevent the system from finding the correct record or cause information to be associated with the wrong identifier.
If the name search produces multiple possible records, review the company's stamped documents and prior filings before proceeding. The California Secretary of State file number guide provides more detail about California entity numbers, SOS numbers, and EINs.
Late Filings, Penalties, Suspension, and Forfeiture
A missed Statement of Information can trigger a $250 penalty assessed through the Franchise Tax Board. Continued failure to file may also lead to suspension or forfeiture. The precise correction process depends on whether the problem involves only a missing Secretary of State filing, an FTB tax issue, or both.
- Search the Secretary of State record and identify the entity's displayed status.
- Review notices from the Secretary of State and Franchise Tax Board.
- File each missing Statement of Information using the current procedure.
- Confirm whether the FTB shows unpaid penalties, returns, taxes, or other requirements.
- Follow the applicable agency's current reinstatement or revivor instructions.
- Keep confirmation records and check the public status again after processing.
Filing LLC-12 may correct a delinquent information filing, but it will not resolve separate tax delinquencies. Likewise, paying an FTB balance does not replace a missing Secretary of State statement. If you believe a penalty should be waived, follow the current instructions on the notice and provide the requested explanation or support. Do not rely on an outdated waiver form or deadline.
If the LLC is suspended or forfeited, disputes a penalty, has conflicting public records, or needs coordinated management and agent changes, you can post your legal need on UpCounsel's marketplace. An attorney can review the entity's status, identify corrective filings, prepare documents, and coordinate compliance with the Secretary of State and Franchise Tax Board. Responses typically arrive within a day.
Avoid signing contracts or representing that the entity is in good standing until you understand its status and the effect of any suspension. Reinstatement may require action with more than one agency.
LLC Rules Versus California Corporate Statement Rules
Do not use corporation deadlines or forms for an LLC. California LLCs generally file Form LLC-12 every two years after the initial statement. California stock corporations generally file a corporate Statement of Information every year after their initial filing and use a different form. Nonprofit corporations may also have different forms and requirements.
The distinction depends on the entity's legal type, not the words used in its trade name or how its owners informally describe the business. Check the Secretary of State's record if you are uncertain. An entity listed as a limited liability company should follow the LLC filing path. A record listed as a stock corporation, nonprofit corporation, limited partnership, or another entity type may have a different filing schedule.
Domestic and foreign LLCs should also distinguish jurisdiction from California registration status. A domestic LLC was formed in California. A foreign LLC was formed elsewhere and later registered to transact business in California. Both generally file California Statements of Information while registered, but the foreign LLC remains governed by its formation jurisdiction for many internal matters.
Common filing mistakes include selecting the wrong entity, using a corporate form for an LLC, entering an EIN instead of the California entity number, omitting managers or members, listing an outdated agent, and treating a no-change year as an exemption. Reviewing the current public record before filing helps catch these errors.
Frequently Asked Questions
What is the California Secretary of State file number for an LLC?
It is the unique entity number California assigns when the Secretary of State accepts the LLC's formation or registration filing. The number connects later filings to the correct public record. You may also see it described as an entity number or SOS number, depending on the document or system being used.
Is an SOS number the same as an EIN?
No, an SOS number and an EIN are different identifiers issued by different government agencies. California uses the SOS or entity number for state business records. The IRS uses the EIN for federal tax administration, payroll, banking, and other tax-related purposes. An LLC may have both numbers.
How do I know what entity type my LLC is?
Check the entity type and jurisdiction shown in California's business database and compare them with your filed formation documents. The record should indicate whether the company is a California limited liability company or an out-of-state LLC registered in California. Do not determine entity type from a brand name or tax election alone.
How do I search for a business in the California Secretary of State database?
Use the Secretary of State's Business Search and enter the legal business name or entity number. Review all matching results, since different businesses may have similar names. Opening the correct record lets you inspect public details such as entity type, jurisdiction, status, addresses, agent information, and filing history when available.
Does a Statement of Information replace tax filings or business licenses?
No, a Statement of Information does not replace tax returns, franchise tax obligations, permits, or local business licenses. Those requirements come from different agencies and may follow different schedules. Completing LLC-12 only satisfies the applicable Secretary of State information-reporting requirement, so track tax and licensing compliance separately.
