File Statement of Information California | Lovie — US Company Formation
The Statement of Information (SOI) is a crucial filing for businesses operating in California. It serves as an annual or biennial update to the California Secretary of State (SOS), ensuring your business entity's core information is current and accessible. This filing is mandatory for most business structures, including LLCs, Corporations, and Nonprofits, after initial formation. Failing to submit your SOI on time can lead to penalties and even the suspension of your business rights in the state.
Understanding the specific requirements and deadlines for filing your Statement of Information in California is vital for maintaining good standing and avoiding legal complications. This guide will walk you through everything you need to know, from identifying your filing frequency to the exact information required. Lovie is here to simplify the process, whether you're forming a new business or managing an existing one.
What is a Statement of Information (SOI) in California?
The Statement of Information is a legal document filed with the California Secretary of State that provides essential details about a business entity. It's essentially a snapshot of your company's current operational status and key contacts. This filing helps the state maintain accurate public records and ensures that your business can be easily contacted for legal or official purposes. Think of it as an annual or biennial check-in with the state, confirming that your business information is up-
- The SOI updates your business's core information with the California Secretary of State.
- It includes details like principal office address, registered agent, and key personnel (managers, directors, officers).
- Required for LLCs, Corporations, Nonprofits, and other registered entities.
- Initial filing is due within 90 days of formation; subsequent filings are biennial for LLCs/Corps and annual for Nonprofits.
Who Must File the Statement of Information in California?
Virtually all business entities registered to operate in California are required to file a Statement of Information. This includes domestic entities formed in California and foreign entities qualified to do business in the state. The specific forms and filing requirements may vary slightly depending on your business structure, but the core obligation to report and update information remains consistent.
For Limited Liability Companies (LLCs), both member-managed and manager-managed, filing an SO
- All registered business entities in California must file an SOI.
- This includes domestic and foreign LLCs, Corporations (S-Corp, C-Corp), and Nonprofits.
- The SOI requirement applies even to businesses with minimal physical operations.
- Specific information requested varies by entity type (e.g., managers/members for LLCs, directors/officers for Corps).
Filing the Statement of Information for a California LLC
For Limited Liability Companies (LLCs) in California, the Statement of Information (Form LLC-12) is a critical filing. After forming your LLC, you must file the initial SOI within 90 days. Following this initial filing, LLCs are generally required to file a Statement of Information every two years. The filing fee for the LLC SOI is currently $20, plus a $50 special notice filing fee, totaling $70.
The SOI for an LLC requires specific details: the LLC's legal name, its California entity number (
- California LLCs file Form LLC-12.
- Initial filing due within 90 days; subsequent filings are every two years.
- Current fee is $70 ($20 filing fee + $50 special notice filing fee).
- Requires LLC name, entity number, principal office address, agent for service of process, and manager/member details.
Filing the Statement of Information for a California Corporation
Corporations formed or qualified to do business in California, whether C-Corps or S-Corps, must also file a Statement of Information (Form SI-550 for domestic stock corporations, Form SI-350 for domestic non-stock corporations, or Form SBR-200 for foreign corporations). Similar to LLCs, the initial SOI for a corporation is due within 90 days of filing its formation documents. Following the initial filing, corporations are generally required to file their SOI every two years. The filing fee for a
- Corporations file Form SI-550 (domestic stock), SI-350 (domestic non-stock), or SBR-200 (foreign).
- Initial filing due within 90 days; subsequent filings are every two years.
- Current fee is $75 ($25 filing fee + $50 special notice filing fee) for domestic stock corporations.
- Requires corporation name, entity number, principal office address, agent for service of process, directors, and principal officers.
How to File Your Statement of Information in California
Filing your Statement of Information in California can be done through several methods, primarily online, by mail, or in person. The California Secretary of State's website offers the most convenient and efficient way to file electronically. You'll need your business entity's name and California entity number to begin the online filing process.
To file online, navigate to the California Secretary of State's Business Programs website. Look for the Statement of Information filing portal. You will
- File online via the California Secretary of State's website for efficiency.
- Mail-in option available using downloadable forms from the SOS website.
- In-person submission at the SOS office is also possible.
- Online filing requires your entity name and California entity number; payment is processed electronically.
Amending Your Statement of Information in California
If key information about your business changes between your regular Statement of Information filing periods, you are required to file an amendment. This ensures that the public record remains accurate and reflects the current status of your entity. Common reasons for filing an amendment include changes to your business's principal office address, the agent for service of process, or the names and addresses of managers, members, directors, or officers.
To file an amendment, you will typically us
- File an amendment if key business information changes between regular filings.
- Use the same SOI forms but indicate it is an amendment (e.g., Form LLC-12 Amendment).
- Changes may include principal address, agent for service of process, or management details.
- Amendments can be filed online, by mail, or in person; a filing fee applies.
Frequently Asked Questions
- How often do I need to file a Statement of Information in California?
- California LLCs and Corporations generally file their Statement of Information every two years. Nonprofits file annually. The initial Statement of Information for any business entity is due within 90 days of its formation or qualification to do business in California.
- What is the filing fee for a California Statement of Information?
- The filing fee varies by entity type. For LLCs, it's $70 ($20 filing fee + $50 special notice filing fee). For domestic stock corporations, it's $75 ($25 filing fee + $50 special notice filing fee). Fees are subject to change by the California Secretary of State.
- What happens if I don't file my Statement of Information on time?
- Failure to file on time can result in a $250 penalty from the California Secretary of State. Your business entity may also face suspension, losing its rights and privileges to conduct business in California, file lawsuits, or defend itself in court.
- Can I use a P.O. Box for my principal office address on the Statement of Information?
- No, you cannot use a P.O. Box for the principal executive office address on the Statement of Information. A physical street address is required. You can use a P.O. Box for mailing purposes if your agent for service of process has a physical street address.
- How do I find my California entity number?
- Your California entity number (also known as the entity ID or SOS file number) is assigned by the California Secretary of State when your business is formed or qualified. You can usually find it on your formation documents or by searching the California Secretary of State's business search database online.
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