A business owner’s to-do list seems never-ending, from hiring employees and managing payroll to marketing and covering for a sick employee. And then there’s the paperwork, like filing your California annual report.
California law requires limited liability companies (LLCs) and corporations to regularly file a Statement of Information, which is similar to what most states refer to as an annual report; however, whether the report is annual or biennial in California depends on the entity type. Failure to file results in a $250 fine and can lead to the state suspending your business. This guide can provide answers to many questions surrounding how to file a California Statement of Information.
In California, the annual report is called a Statement of Information. The purpose of the Statement of Information is to keep the state up-to-date on your company and the people associated with it. Think of it as the state’s way of “checking in” to see what, if anything, has changed with your business.
In California, a Statement of Information must be filed within 90 days of filing Articles of Organization or Articles of Incorporation. In other words, in the first three months, a freshly minted business entity must file this report with the California Secretary of State. After that, a Statement of Information is filed with the same office every one or two years, depending on the entity type.
To create a business in California, you wrote a business plan and filed either Articles of Organization as an LLC or Articles of Incorporation as a corporation. Once these formation documents are approved, your company must regularly file a California Statement of Information (their version of the annual report).
California requires corporations and LLCs to file a Statement of Information. The forms and frequency of filing varies depending on your business type.
Domestic nonprofit corporations and LLCs must file a Statement of Information within 90 days of submitting Articles of Organization or Articles of Incorporation. After that, these types of business entities must file a Statement of Information every two years. Entities formed in an even-numbered year file their Statement of Information in an even-numbered year, and those formed in odd-numbered years file in odd-numbered years.
The Statement of Information can be found on the Secretary of State’s website for corporations and LLCs. All forms can be found on the state’s website.
Foreign corporations and domestic stock and agricultural cooperative corporations must file a Statement of Information within 90 days of submitting Articles of Incorporation, as well. However, after their incorporation is approved, these business entities file the Statement of Information every year. These entities should use Form SI-550 and submit it to the state.
California business owners file a California Statement of Information with the Secretary of State. The state’s online portal allows owners to file this document and pay for the fees with a credit card. Here are the steps to file:
You can also download a Statement of Information form and mail it to the California Secretary of State’s office.
A Statement of Information is considered public record and can be seen by others online. A business search on the Secretary of State’s website offers a snapshot of your business. It tells people when a business was started, its status (active, inactive, or dissolved), and its address. It also gives readers access to forms that you’ve filed like the Statement of Information.
The due date to file the Statement of Information varies by entity type. To start, all companies must file their initial Statement of Information within 90 days of registering. After that, a company must file either every year or every two years.
Here are the filing frequencies based on business type:
The specific due date centers on the day your business was registered or formed with the state. If your company must file yearly, you must file the document within six months of your formation date. For instance, if you set up your company in January, you must file the Statement of Information between August and January.
If your company files the Statement of Information every two years, remember the company’s year of registration. If the year is an even year, you will file this document on even years. If the company started on an odd year, you’ll file the document on odd years. Businesses have a six-month filing window from their origination date.
The state has a chart that explains when the Statement of Information form is due based on a business’s origination month. Remember, there are costly penalties for not filing, so it’s important that you remain in compliance.
The cost to file the Statement of Information is $20 for LLCs and non-stock corporations, and $25 for stock corporations. If you file online, you’ll pay this fee while submitting the form. If you plan to mail the form or deliver it in person, you can pay by check.
If an LLC or a corporation needs to update their information with the state between filing periods, it can do so free of charge.
Ready to file your report? Visit the Secretary of State’s website to get started. The following information is required for LLCs to file the statement:
The information needed for corporations is the same as for LLCs, with one exception. Instead of listing managers, you’ll list three statutory officers: CEO, secretary, and CFO.
Once your company has filed a Statement of Information with the Secretary of State, if there are no changes to report and a correct form is on file with the Secretary of State, you can file a Statement of No Change instead.
If any information has changed, updates can be made on the Statement of Information.
Once you file your California Statement of Information, the state must approve it. Generally, the fastest response times occur with online filings. Approvals generally happen within three to five business days when forms are completed online, or approximately two weeks if they’re delivered in person or by mail. On the state website, you can find real-time processing dates to see when your form will be reviewed.
If the form is improperly filled out or is missing information, it will be returned to the owner and remain unfiled until the errors are fixed.
If a business misses a deadline, the state gives the company 60 days to comply. Failure to file a Statement of Information by the end of the grace period will result in a $250 fine, and the state will dissolve your business. If that happens, your company loses all legal protections granted by its LLC or corporate structure. You can reinstate the business by completing all previously missed filings, paying all past taxes, filing a revive business request form, and paying a fee.
If you’re having trouble filing your California Statement of Information, you can visit the Statement of Information help page on the Secretary of State website, or you can call the office.
To file the Statement of Information with the Secretary of State, non-stock corporations and LLCs pay $20 and stock corporations pay $25.
The state of California gives business owners a 60-day grace period. If the report isn’t filed by the end of the grace period, the state will add a $250 late fee to your account and dissolve your company.
After the grace period, if the owner continues to overlook the report and the fee, the state can revoke the business’s authorization to operate in California. The entity then loses the rights and protections that they enjoyed during authorized operation.
If you close your business, you must file paperwork to dissolve it through the California Business Portal. This paperwork must be filed within 12 months of the company’s final tax return. Once the company is formally dissolved by the state, annual reports are no longer required. However, if an owner fails to dissolve a company, he or she is still responsible for filing the annual report and paying the fees.
The form itself is about two pages long and takes a few minutes to fill out. Once submitted, it takes about three to five business days for the state to approve it if it was delivered electronically, and approximately two weeks if it was delivered in person or by mail.
Original signatures are not required in California.
A Statement of Information is typically filed by the company owner, authorized officer, or LLC member. The company’s Agent for Service of Process (called a “registered agent” in most states) can also file. This person or company is listed on formation papers and agrees to accept all legal documents for the company. Some small businesses decide to use a registered agent service that not only accepts documents but manages annual reports as well.
All new LLCs and corporations must file an initial report with the state. This initial Statement of Information must be filed with the state within 90 days of its registration date.
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