The purpose of this post is to answer some questions that clients ask most often regarding statements of information in California.
Let’s dive right in.
What is a Statement of Information?
A statement of information is a simple form (available through the California Secretary of State’s website) in which the state requires a company to provide some basic details about itself.
Which Business Entities Have to File Them?
Corporations, limited liability companies, and common interest development associations are the only business forms that are required to file statements of information. Other entities, like general partnerships, limited partnerships, and limited liability partnerships, are exempt.
What Information Has to Be Disclosed?
It depends on the type of entity. For both corporations and LLCs, the company has to provide:
The entity name
Secretary of State file number
State of formation
Name and address for agent for service of process
Description of the business
Corporations must, in addition to the basic information above, also provide: (i) the names and addresses of its directors, chief executive officer, secretary, and chief financial officer, and (ii) the number of vacancies on its board of directors.
LLCs must disclose (in addition to the basic information above) the name and address of its chief executive officer (if it has one), and also that of its manager(s), if it’s a manager-managed LLC. If it is a member-managed LLC, then it has to list the names and addresses of each of its members instead.
Does It Matter If the Entity is Foreign or Domestic?
No. Whether the corporation or LLC was formed in California, or in another state and then qualified to do business in California, it has to file statements of information within the applicable filing period.
How Often Do These Have to Be Filed?
California corporations and LLCs have to file an initial statement of information within 90 days of the date the entity is formed. After that, statements of information are due annually for corporations, and biennially for LLCs.
Can They Be Filed Online?
For corporations, yes—you can file the statement of information online at http://businessfilings.sos.ca.gov. LLCs, however, have to print and mail their statements.
What are the Filing Fees?
The filing fee is $25.00 for corporations, and $20.00 for LLCs.
What Happens if I Don’t File It?
The consequences of failing to file a statement of information can be severe. Late filings will subject the company to a $250.00 penalty. Failure to timely file a statement of information can also lead to the Secretary of State suspending the entity’s status. If that happens, the corporation or LLC will lose its right to conduct business, and will be barred from starting or defending a lawsuit within the state.
Anything Else I Should Know?
We’re often asked how a corporation or LLC can change its address or registered agent, or notify the Secretary of State of a change to its roster of officers or directors. The company can do all of those things by filing an updated statement of information.
If you have questions which have not been addressed here, or for assistance in filing a statement of information for your corporation or LLC, please contact our Orange County business attorneys for a no-cost consultation.