Form LLC-12 "Statement of Information (Limited Liability Company)" - California

What Is a Statement of Information?

Form LLC-12, Statement of Information (Limited Liability Company), is an official document prepared by all California limited liability companies to report relevant details about the managers and addresses of the business. It also allows companies to appoint an agent who will receive all business correspondence related to your corporation from the state. Whether your company was formed in California or it is a foreign business registered with the state, it is your duty to file a Statement of Information when you registered a company and every two years after the registration.

Alternate Names:

  • California Statement of Information;
  • LLC Statement of Information;
  • Corporation Statement of Information.

This form was released by the California Secretary of State. The latest version of the document was issued on January 1, 2018, making all previous editions obsolete. A Statement of Information is available for download through the link below.

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How to Fill Out Form LLC-12?

Follow these steps to complete LLC-12 Form:

  1. Start with the cover sheet for the form to make sure you receive feedback and further correspondence quickly. Write down the name of your company and its identification number. Add any comments if necessary. Provide the return address - the Secretary of State may send you correspondence, so enter a correct mailing address.
  2. State the name of your limited liability company the way it appears in the official records. If you represent a foreign company registered under an alternate name, write it down.
  3. Indicate the entity number of your organization. You can find it in the documents sent to you after the registration of the company was finalized.
  4. In case your company was not formed in California, specify the foreign country or state where the business has started.
  5. List your business addresses - physical address of the main office, mailing address, and the street address of office located in California if the main office was set up somewhere else.
  6. Name the individual chosen or appointed to be the manager of the company and state their address. It is possible to provide the details of the entity if it fulfills the duties of the manager. Alternatively, you can identify all members of the company if you do not have a single manager.
  7. Enter the name of the agent to represent your business. You are free to choose between a private individual or a corporate agent registered with the Secretary of State. This person will be sent legal documentation acting on behalf of the company. If you opted for an individual, whether they have any relation to your company or not, add their address. In case a corporate agent sounds like a better option, you only need to state their name.
  8. Provide a brief description of the type of business you are involved in or the services you offer.
  9. Add the name and address of the chief executive officer if you have appointed an individual to manage the business.
  10. Confirm the details in the statement are true and complete to the best of your knowledge, indicate your name and title, sign and date the form.

How to File a Statement of Information in California?

Once the Corporation Statement of Information is ready, carefully examine the first page of the form to make sure you are attaching a check or money order with the correct fee. Send the documentation to the Secretary of State, Statement of Information Unit, PO Box 944230, Sacramento, California 94244-2300. If you prefer to file the form in person, you can do it at the Sacramento office located at 1500, 11th Street, Sacramento, California 95814.

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Download Form LLC-12 "Statement of Information (Limited Liability Company)" - California

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Instructions for Completing the
Statement of Information (Form LLC-12)
Every California and registered foreign limited liability company must file a Statement of Information with the
California Secretary of State, within 90 days of registering with the California Secretary of State, and every two
years thereafter during a specific 6-month filing period based on the original registration date, as described in the
chart below.
All Statements of Information for limited liability companies can be filed online at bizfile.sos.ca.gov.
Status of LLC: In order to file Form LLC-12, the status of the LLC must be active or suspended/forfeited on the
records of the California Secretary of State. The status of the LLC can be checked online on the Secretary of State’s
Business Search at BusinessSearch.sos.ca.gov. See the
FTB Suspension/Forfeiture
section below for information
about resolving an FTB suspended/forfeited status.
Fees: See chart below. Checks should be made payable to the Secretary of State.
Copies: To obtain a copy or certified copy of this filed Statement of Information, include payment for copy fees and
certification fees at the time this Statement of Information is submitted. Copy fees are $1.00 for the first page and
$.50 for each attachment page. For certified copies, there is an additional $5.00 certification fee, per document. If
you would like a free filed copy of your Statement of Information, go to BusinessSearch.sos.ca.gov.
Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
Type of
Description
Online/Form
Fee
Filing
Initial Filing
The initial filing is due 90 days from the
File online at bizfile.sos.ca.gov.
$20.00
entity’s registration date.
(Form LLC-12)
• The periodic filing is due every two
Required
File online at bizfile.sos.ca.gov.
$20.00
Periodic
years based on the entity’s
(Form LLC-12, if changes have been
Filing
registration date.
made)
• If the registration occurred in an even-
Or
numbered year, the periodic filing is
(Form LLC-12NC, if no changes since
due every even year.
the last complete Statement of
• If the registration occurred in an odd-
Information)
numbered year, the periodic filing is
due every odd year.
• The filing period includes the
registration month and the
immediately preceding five (5)
months.
No Fee
A Statement of Information is submitted
File online at bizfile.sos.ca.gov.
No Fee
Statement
after the initial or required filing
(Form LLC-12)
requirements have been met to update
information including changes to the
agent for service of process.
2018 California Secretary of State
Instructions
LLC-12 -
(REV 01/2018)
bizfile.sos.ca.gov
Instructions for Completing the
Statement of Information (Form LLC-12)
Every California and registered foreign limited liability company must file a Statement of Information with the
California Secretary of State, within 90 days of registering with the California Secretary of State, and every two
years thereafter during a specific 6-month filing period based on the original registration date, as described in the
chart below.
All Statements of Information for limited liability companies can be filed online at bizfile.sos.ca.gov.
Status of LLC: In order to file Form LLC-12, the status of the LLC must be active or suspended/forfeited on the
records of the California Secretary of State. The status of the LLC can be checked online on the Secretary of State’s
Business Search at BusinessSearch.sos.ca.gov. See the
FTB Suspension/Forfeiture
section below for information
about resolving an FTB suspended/forfeited status.
Fees: See chart below. Checks should be made payable to the Secretary of State.
Copies: To obtain a copy or certified copy of this filed Statement of Information, include payment for copy fees and
certification fees at the time this Statement of Information is submitted. Copy fees are $1.00 for the first page and
$.50 for each attachment page. For certified copies, there is an additional $5.00 certification fee, per document. If
you would like a free filed copy of your Statement of Information, go to BusinessSearch.sos.ca.gov.
Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
Type of
Description
Online/Form
Fee
Filing
Initial Filing
The initial filing is due 90 days from the
File online at bizfile.sos.ca.gov.
$20.00
entity’s registration date.
(Form LLC-12)
• The periodic filing is due every two
Required
File online at bizfile.sos.ca.gov.
$20.00
Periodic
years based on the entity’s
(Form LLC-12, if changes have been
Filing
registration date.
made)
• If the registration occurred in an even-
Or
numbered year, the periodic filing is
(Form LLC-12NC, if no changes since
due every even year.
the last complete Statement of
• If the registration occurred in an odd-
Information)
numbered year, the periodic filing is
due every odd year.
• The filing period includes the
registration month and the
immediately preceding five (5)
months.
No Fee
A Statement of Information is submitted
File online at bizfile.sos.ca.gov.
No Fee
Statement
after the initial or required filing
(Form LLC-12)
requirements have been met to update
information including changes to the
agent for service of process.
2018 California Secretary of State
Instructions
LLC-12 -
(REV 01/2018)
bizfile.sos.ca.gov
Statutory Required 6 Month Filing Window for Limited Liability Companies
Statement of Information
Month of Formation,
Applicable Filing Period
Registration or Conversion
First Day of
Through Last Day of
January
August
January
February
September
February
March
October
March
April
November
April
May
December
May
June
January
June
July
February
July
August
March
August
September
April
September
October
May
October
November
June
November
December
July
December
If you are not completing this form online, type or print legibly in black or blue ink. Complete the Statement of
Information (Form LLC-12) as follows:
Item
Instruction
Tips
• To ensure you have the exact name of the LLC, refer to
1.
Enter the name of the limited liability
company exactly as it appears on file with
your registration document filed with the California
the California Secretary of State, including
Secretary of State and any name change amendments.
the entity ending
• Some foreign LLCs may have registered in California using
(ex: “Jones & Company, LLC” or “Smith
an alternate name. If your LLC is a registered foreign LLC
Construction, a Limited Liability
using an alternate name in California, you must enter the
Company”).
complete alternate name.
• The 12-digit Entity (File) Number is provided by the
2.
Enter the 12-digit Entity (File) Number
Secretary of State above the file stamp at the top of the
issued to the LLC by the California
LLC’s registration document filed with the California
Secretary of State at the time of
Secretary of State or if filed electronically, in the top section,
registration.
below the Entity Name.
• Secretary of State Records can be accessed online through
our Business Search at BusinessSearch.sos.ca.gov. While
searching the Business Search, be sure to identify your LLC
correctly including the jurisdiction that matches your LLC.
• The jurisdiction must match the Secretary of State’s
3.
If formed outside of California, enter the
state, foreign country or other place where
records.
the LLC is organized.
• Secretary of State Records can be accessed online through
our Business Search at BusinessSearch.sos.ca.gov. While
searching the Business Search, be sure to identify your LLC
correctly including the jurisdiction that matches your
registered foreign LLC.
• If the LLC is formed in California, leave Item 3 blank.
2018 California Secretary of State
Instructions
LLC-12 -
(REV 01/2018)
bizfile.sos.ca.gov
• The complete street address is required, including the
4a.
Enter the complete street address, city,
state and zip code of the LLC’s principal
street name and number, city, state and zip code.
office.
• Address must be a physical address.
• Do not enter a P.O. Box address, an “in care of” address, or
abbreviate the name of the city.
• This address will be used for mailing purposes and may be
4b.
If different from the address in Item 4a,
enter the complete mailing address, city,
a P.O. Box address or “in care of” an individual or entity.
state and zip code of the LLC.
• Do not abbreviate the name of the city.
• The complete street address is required, including the
• If the LLC is formed in California, enter
4c.
street name and number, city and zip code.
the complete street address, city and zip
code of the office in California, if different
• Address must be a physical address in California.
from Item 4a.
• Do not enter a P.O. Box address, an “in care of” address, or
• If the LLC is formed outside of
abbreviate the name of the city.
California, enter the complete street
address, city and zip code of the principle
• If Item 4a is an address in California leave Item 4c blank
business office in California, if any.
and proceed to Item 5.
• If the LLC has more than one manager or member, enter
5.
Enter the name and complete business or
residential address of any manager(s),
the name(s) and address(es) of the additional mangers or
appointed or elected in accordance with
members on
Form
LLC-12A.
the Articles of Organization or Operating
• Please do not abbreviate the name of the city.
Agreement, or if no manager(s) has been
so elected or appointed, the name and
• Review your Articles of Organization or any amendments
business or residential address of each
thereto, to determine if the LLC is run by a single manager,
member.
more than one manager or by its member(s).
• Every LLC is required to have at least one
manager/member.
• A member(s) is the owner of the LLC similar to a
shareholder(s) in a corporation.
The LLC must have an Agent for Service
.
6
• An Agent for Service of Process is responsible for accepting
of Process.
legal documents (e.g. service of process, lawsuits,
There are two types of Agents that can be
subpoenas, other types of legal notices, etc.) on behalf of
named:
the LLC.
• an individual (e.g. member, manager, or
• You must provide information for either an individual OR a
any other individual) who resides in
registered corporate agent, not both.
California with a physical California street
• If using a registered corporate agent, the corporation must
address; OR
• a registered corporate agent qualified
have a current agent registration certificate on file with the
California Secretary of State as required by Section 1505.
with the California Secretary of State.
• The complete street address is required, including the
6a & b. If Individual Agent:
street name and number, city and zip code.
• Enter the name of the agent for service of
• Do not enter a P.O. Box address, an “in care of” address, or
process and the agent’s complete
abbreviate the name of the city.
California street address, city and zip
• Many times, a small LLC will designate a member or
code.
manager as the agent for service of process.
• If an individual is designated as the
• The individual agent should be aware that the name and the
agent, complete Items 6a and 6b ONLY.
physical street address of the agent for service of process is
Do not complete Item 6c.
a public record, open to all (as are all the addresses of the
LLC provided in filings).
2018 California Secretary of State
Instructions
LLC-12 -
(REV 01/2018)
bizfile.sos.ca.gov
• Before a corporation is designated as agent for the LLC,
6c.
If Registered Corporate Agent:
that corporation must have a current agent registration
• Enter the name of the registered
certificate on file with the California Secretary of State as
corporate agent exactly as registered in
required by Section
1505
stating the address(es) of the
California.
registered corporate agent and the authorized employees
• If a registered corporate agent is
that will accept service of process of legal documents and
designated as the agent, complete Item
notices on behalf of the LLC.
6c ONLY. Do not complete Items 6a
• Advanced approval must be obtained from a registered
and 6b.
corporate agent prior to designating that corporation as
your agent for service of process.
• No California or foreign corporation may register as a
California corporate agent unless the corporation currently
is authorized to engage in business in California and is in
good standing on the records of the California Secretary of
State.
• Provide your Registered Corporate Agent’s exact name as
registered with the California Secretary of State. To
confirm that you are providing the exact name of the
Registered Corporate Agent, go to
https://businessfilings.sos.ca.gov/frmlist1505s.asp.
7.
Briefly describe the general type of
business that is the principal business
activity of the LLC.
• A chief executive officer may be in addition to members and
8.
Enter the name and complete business or
residential address of the chief executive
managers but generally is the person that occupies the
officer, if any.
highest level position in the LLC’s organization hierarchy in
charge of managing the LLC.
9.
Type or print the date, the name and title of
the person completing this form and sign
where indicated.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including the copy of the filed document, complete the Mail Submission Cover Sheet. For the Return Address: enter
the name of a designated person and/or company and the corresponding mailing address. Please note the Mail
Submission Cover Sheet will be treated as correspondence and will not be made part of the filed document.
Where to File: For faster service, this form can be filed online at bizfile.sos.ca.gov. The completed form along with
the applicable fees can be mailed to Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento,
CA 94244-2300 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, Sacramento, CA 95814.
Legal Authority: General statutory filing provisions are found in Section
17702.09
unless otherwise indicated. All
statutory references are to the California Corporations Code, unless otherwise stated. Failure to file this Statement of
Information by the due date will result in the assessment of a $250.00 penalty. (Sections
17713.07(b)
and 17713.09;
California Revenue and Taxation Code section 19141.)
FTB Suspension/Forfeiture: If the LLC’s status is FTB suspended/forfeited, the status must be resolved with the
California Franchise Tax Board (FTB) for the LLC to be returned to active status. For revivor requirements, go to the
FTB’s website at
https://www.ftb.ca.gov
or contact the FTB at (800) 852-5711 (from within the U.S.) or (916) 845-6500
(from outside the U.S.).
2018 California Secretary of State
Instructions
LLC-12 -
(REV 01/2018)
bizfile.sos.ca.gov
Secretary of State
Business Programs Division
Statement of Information, P.O. Box 944230, Sacramento, CA 94244-2300
Mail Submission Cover Sheet
Instructions:
• Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
• Make all checks or money orders payable to the Secretary of State.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, go to
.
www.sos.ca.gov/business/be/processing-times
Optional Copy and Certification Fees:
• If applicable, include optional copy and certification fees with your submission.
• For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Entity Information:
(Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number
:
(if applicable)
_____________________________________
Comments:
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address:
For written communication from the Secretary of State related to this document, or if purchasing a
copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Secretary of State Use Only
Address:
T/TR:
City/State/Zip:
AMT REC’D:
$
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