The California Statement of Information (Form LLC-12): What It Is and When You Owe It

Article

The Statement of Information is the post-formation filing that California LLC owners are most likely to miss — and the one that gets them suspended. Due 90 days after formation, then every two years, with a $20 fee. Here is what it is, what it asks for, what happens if you skip it, and the cleanup cost when you do.

ByTaylor Darcy, Esq.· California-licensed attorney · State Bar No. 317674

Founding attorney atThink Legal, P.C.· San Diego–based, statewide California practice focused on LLC formation and operating agreements.

Published April 27, 2026

In this article

• What the Statement of Information actually is
• When it is due
• What the form asks for
• How to file it
• What happens if you miss it
• How this compares to the $800 minimum tax
• Common situations and what to watch for
• Common questions
• Related reading

There is a filing California LLC owners are statistically the most likely to miss. It is not the $800 minimum franchise tax — most owners catch that at tax time, and CPAs flag it. It is not Form 568 — same reason. It is the one nobody tells DIY LLC owners about: theStatement of Information, also known as Form LLC-12.

It is due within 90 days of forming the LLC. Then again every two years. The fee is small ($20), the form is short, and missing it is one of the most common ways California LLCs end up suspended.

This is plain-English orientation, not legal advice. For LLCs that have already missed a filing or been suspended, the cleanup process is fact-specific and worth a conversation.

What the Statement of Information actually is

The Statement of Information is a public filing with the California Secretary of State that gives the state current contact and management information for the LLC. It is not a tax document. It does not get filed with the Franchise Tax Board. It is a Secretary of State filing, separate from anything the FTB collects.

The legal authority is California Corporations Code §17702.09 (formerly §17060), which requires every California LLC and every foreign LLC registered to do business in California to file a Statement of Information periodically.

The filing serves three purposes from California’s perspective:

• It keeps the public record current on who manages the LLC and where it can be reached
• It maintains a current registered agent of record (the person or company authorized to receive legal documents on the LLC’s behalf)
• It provides the state with a way to identify the LLC’s current address for tax and compliance correspondence

For LLC owners, the practical reality is simpler: it is a low-cost filing that keeps the LLC in good standing, and skipping it has consequences that cost more than the filing itself.

When it is due

Two due dates to track: the initial filing, and the biennial recurring filing.

Initial Statement of Information.Due within 90 days of the date the California Secretary of State files the LLC’s Articles of Organization. So an LLC whose Articles were filed on June 1 has its initial Statement of Information due by August 30 of the same year.

Biennial Statement of Information.After the initial filing, the Statement of Information is due every two years. The due date is determined by the LLC’s formation month. The Secretary of State sends a courtesy reminder before the filing window opens, but the filing obligation does not depend on receiving the reminder. The due date is by the end of the LLC’s anniversary month — for an LLC formed on June 1, the biennial Statement of Information is due by June 30 every other year.

The filing window opens six months before the due date. So an LLC with a June 30 due date can file as early as January 1 of the same year.

The fee is $20 per filing.

What the form asks for

Form LLC-12 is short. It asks for:

• Entity name and California Secretary of State file number.The 12-digit number assigned to the LLC at formation.
• Principal business address.The street address where the LLC actually conducts business. (Cannot be a P.O. Box.)
• Mailing address.Can differ from the principal business address.
• Manager and member information.For manager-managed LLCs, the names and addresses of all managers. For member-managed LLCs, the names and addresses of all members. (Some LLCs choose member-managed structures specifically to limit how many names appear on the public record; that is a reasonable but situational decision.)
• Agent for service of process.The person or company authorized to accept legal documents on the LLC’s behalf in California. This is where Statement of Information filings go wrong most often — agents change, addresses change, and LLCs forget to update.
• Type of business.A short description of what the LLC does (a sentence is plenty).
• Email address (optional).California encourages but does not require an email address for state correspondence.

The form does not ask for financial information, ownership percentages, or anything else that an LLC owner might consider sensitive. The information is public record — anyone can pull a Statement of Information for any California LLC by searching the Secretary of State’s online business database.

How to file it

The filing is online through the California Secretary of State’s bizfile portal at bizfileonline.sos.ca.gov. The form itself takes 5–10 minutes to complete if the LLC’s information is up to date. Payment is by credit card. Confirmation of filing is immediate.

The paper filing option still exists but is slower and not recommended unless there is a specific reason to use it.

What happens if you miss it

This is where the cost of skipping the $20 filing actually shows up.

Late filing penalty.If the Statement of Information is not filed on time, the California Secretary of State assesses a $250 penalty. (Source: California Corporations Code §17713.07.) That is 12.5x the cost of the filing itself, and it accumulates per missed filing.

Suspension.If the LLC fails to file the Statement of Information, the Secretary of State eventually suspends the LLC’s powers. A suspended LLC cannot legally enter contracts, sue, defend itself in court, or transact business. Suspension follows a notice period, but the notices go to the LLC’s registered agent — and if the registered agent’s information is out of date (which is exactly the kind of thing the Statement of Information is supposed to keep current), the notices may not reach the owners.

Reinstatement.Reviving a suspended LLC requires filing all delinquent Statements of Information, paying the $250 penalty for each missed filing, and submitting a Certificate of Revivor. If the suspension was tax-related as well as Statement-of-Information related, the FTB has its own clearance to obtain. Total reinstatement cost for an LLC that has been suspended for several missed filings is often in the $1,000+ range — for a problem that started with a $20 filing.

This is the part DIY filers most often do not see coming. The Statement of Information itself is trivial. The cost of missing it is not.

How this compares to the $800 minimum tax

A common point of confusion: the Statement of Information ($20, biennial, Secretary of State) and the $800 minimum franchise tax (annual, Franchise Tax Board) are completely separate filings paid to completely separate agencies. Both are required. Skipping one does not affect the other except that suspension consequences from missing either one stack with the other.

A California LLC’s annual cost floor in California, for an LLC that does nothing:

• $800/year minimum franchise tax (FTB)
• $20 every two years for the Statement of Information (SOS), which averages out to $10/year
• = $810/year minimum to keep an LLC in good standing in California, before any filing fees or other compliance costs

Less than $20 of that is the Statement of Information’s contribution. But the Statement of Information is the one that suspends LLCs the fastest, because the FTB is sometimes slow to suspend for unpaid taxes while the Secretary of State is quicker to suspend for missing filings.

Common situations and what to watch for

LLC formed by a filing service that did not file the initial Statement of Information.Some low-cost filing services do not include the Statement of Information in the formation package and do not flag it as a separate obligation. New LLC owners often assume the formation filing covered everything. It did not. Check whether the initial Statement of Information was filed within 90 days; if not, file it immediately.

LLC’s registered agent has changed.A common reason Statements of Information do not get filed on time: the registered agent the LLC named at formation moved, retired, or stopped serving the LLC, and reminders never reached the owners. This is one reason owners commonly use a registered agent service rather than naming a friend or themselves at a personal address — the service is more reliable for state correspondence.

LLC’s principal address has changed.When an LLC moves, the Statement of Information is the filing that updates the public record. Address changes between filings can be reported on a new Statement of Information at any time, not just at the biennial due date.

Manager-managed LLC adds or removes a manager.When the management structure changes, a new Statement of Information should be filed promptly to keep the public record current, even if a biennial filing is not yet due.

Foreign LLC registered in California.Foreign LLCs registered to do business in California also have to file a Statement of Information. Same form (technically Form LLC-12), same fees, same suspension consequences. Foreign LLCs commonly forget this because their home state has different filings, and California-specific obligations slip.

LLC has been inactive for years.If the LLC has not been filing Statements of Information and the owners now want to either revive operations or dissolve, the back filings have to be brought current first. There is no shortcut. (SeeHow to Dissolve a California LLCfor what happens when an inactive LLC needs to be closed properly.)

Common questions

Is the Statement of Information the same thing as the $800 minimum tax?No. Different filing, different agency, different purpose. The Statement of Information goes to the Secretary of State; the $800 goes to the Franchise Tax Board.

Do I need an attorney to file it?No. The form is short and the process is online. Most LLC owners file it themselves. The only situations where attorney involvement adds value are when there has been a significant change in the LLC’s management structure that requires a coordinated set of filings, or when the LLC has been suspended and needs reinstatement.

Does my registered agent file it for me?Some registered agent services include Statement of Information filing as part of their service. Others charge a separate fee for it. Confirm with your registered agent service what is and is not included.

What if I form the LLC late in a year — when is the biennial filing due?The biennial filing is due based on the LLC’s formation month, regardless of when in the year the formation occurred. An LLC formed in December has its biennial filing due in December every other year.

Can I file it early?Yes, the filing window opens six months before the due date. Filing early is fine and is often the right call — it gets the obligation off your list.

What if I missed the initial 90-day window — am I already in trouble?Not necessarily, but the $250 penalty has likely already attached, and it accumulates. File the Statement of Information immediately, pay any penalty assessed, and the LLC is back in compliance going forward. The longer you wait, the closer the LLC gets to suspension.

What if my LLC is already suspended?File the delinquent Statement of Information(s), pay the penalties, and file a Certificate of Revivor with the FTB if a tax suspension is also in play. Once the LLC is reinstated, it is back in good standing. Reinstatement is more expensive than timely filing, but it is mechanical — the path is well-defined.

Related reading

• California LLC Formation— how attorney-assisted formation handles the initial Statement of Information as part of the formation checklist
• The $800 California LLC Tax— the separate annual tax obligation that often gets confused with the Statement of Information
• What Is RULLCA?— the California statute that frames the LLC’s ongoing compliance obligations
• How to Dissolve a California LLC— what happens when missed filings have piled up and the LLC needs to be closed properly