Preface
This brief note is not legal advice and is for educational purposes only.
The date of formation/registration of your entity in the State of California is the base date upon which corporations and limited liability companies (LLC) are required to file a statement of information (SOI) with the California Secretary of State annually or biannually (also called biennially). (See, for example, California Corporations Code (CORP) § 1502, § 17702.09.)
Quick Discussion
Briefly here are the filing requirements.
| Domestic Stock Corporations and Agricultural Cooperative Corporations | ||
|---|---|---|
| File annually | ||
| $25 fee (current as of 10/1/2022) | ||
| Due by end of month in which you filed initial Articles of Incorporation. |
| Domestic LLCs and Registered Foreign LLCs (Limited Liability Companies) | ||
|---|---|---|
| File every 2 years | ||
| $20 fee (current as of 10/1/2022) | ||
| Due by end of month in which you filed initial Articles of Organization or Application for Registration was filed. |
You can file it up to 6 months before the deadline (e.g. if it’s due by Jan 31 you can file the SOI from Aug 1 to Jan 31).
Note that the Secretary of State is supposed to send a notice (postcard or email) 90 days prior to the deadline, HOWEVER you are responsible for filing the SOI regardless of whether you get the notice or not, and here’s the kicker – miss the deadline and the penalty is $250 (ouch!). Please note that even if you did NO business the SOI is still due (and the penalty if you miss it). Also, within 90 days of originally forming/registering your entity (Corp or LLC) you need to file a SOI.
If there is a significant change in your entity you are required to update your SOI.
Here are “significant changes” for a corporation or LLC:
- Address change
- Name change
- Change in type of business conducted
- Name or address change in registered agent for service of process
- Changes in officers/directors/board members OR their addresses
Basically what the state is trying to do is have current contact/address/basic information on your entity.
Conclusion
- File the SOI (Statement of Information) before the deadline to avoid the penalty
- You can file the statements here : http://www.sos.ca.gov/business/be/statements.htm
- OR we can docket it and take care of it for you 🙂 (our preferred approach as you have enough to do).
- If you are a foreign corporation, domestic non-profit, credit union, or cooperative corporation - please contact your attorney or us.
