Sacramento corporations and limited liability companies (LLCs) are required to file a Statement of Information annually or biennially (every other year).
What is a Statement of Information?
A Statement of Information is California’s version of an annual report. It keeps the Secretary of State updated with information about participants in your company.
To avoid penalty fees and even the possible dissolution of your business, you must file a Statement of Information accurately and on schedule. The penalty for late filing is $250. Compare this to the modest filing fee of $25.
Who must file a Statement of Information?
To conduct business in Sacramento or anywhere in California, the following types of business entities must file a Statement of Information:
- Limited liability companies (LLCs)
- Agricultural cooperatives
- Registered foreign corporations (that conduct business in CA)
When do I file?
Newly formed or registered corporations, LLCs, nonprofits, and other applicable organizations must submit their first California Statement of Information filing to the Secretary of State within 90 days of forming or first registering their company. After that:
- Corporations must file every year
- Registered foreign corporations must file every year
- Agricultural cooperatives must file every year
- LLCs must file every 2 years
- Nonprofits must file every 2 years
After your initial filing, the annual or biennial due date is the last day of the calendar month in which you formed or registered your business entity.
The Secretary of State provides a six-month filing window. You can file anytime within that month or in the five calendar months preceding that month.
For example, suppose you first registered your corporation on November 15, 2022. Since corporations are required to file every year, your next Statement of Information will be due by November 2023. You can file anytime between June 1 and November 30, 2023.
What’s in a Statement of Information?
Like an annual report, a Statement of Information keeps the California Secretary of State updated on who is managing your business.
It expands on the information you provided in the Articles of Incorporation. It also keeps the Secretary of State updated with changes that happen from year to year. Usually, these changes are based on decisions made by the board of directors, shareholders, or members.
The information required on a Statement of Information form varies slightly based on whether your business is an LLC or a corporation. In general, you’ll need to provide the following:
- The name of your LLC or corporation
- The Secretary of State entity number
- Physical address of the principal executive office
- Mailing address, if different from principal office
- The names and addresses of officers and directors (corporations)
- The names and addresses of managers and members, if applicable (LLCs)
- The name and address of the Chief Executive Officer, if appointed (LLCs)
- General statement of the business and services of the company
- Name and address of the Agent for Service of Process
The person who fills out the Statement of Information must also sign and date it at the bottom.
What happens if I don’t file?
Failing to file a Statement of Information on schedule can expose your business to serious penalties from the Franchise Tax Board. This could even include the suspension or forfeiture of your Sacramento business.
The state usually sends a reminder postcard to businesses around three months prior to the Statement of Information due date. However, it is still the responsibility of the business owner to know what filings are due and when, and to submit filings on time.
If you don’t file on time, the state may send you a delinquency letter after you’ve missed the deadline. This will give you an additional 60 days to get your Statement of Information filed before your business is suspended.
You may be able to apply for a penalty waiver request if your business has a Statement of Information on file for the current period. You must provide the reason for failing to file on time.
If too much time passes and your business is suspended or forfeited, it could have serious consequences for the continued financial health of your organization.
Suspension or forfeiture means you are no longer legally allowed to conduct business in California or even defend the business in a lawsuit. And once your business has been suspended or forfeited, only the Franchise Tax Board can return it to active status.
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