Secretary of State Business Programs Division Business Entities 1500 11th Street, Sacramento, CA 95814 P.O. Box 944260, Sacramento, CA 94244-2600 Submission Cover Sheet For faster service, file online at bizfileOnline.sos.ca.gov . Instructions: • Complete and include this form with your paper submission. This information only will be used to communicate in writing about the submission, if needed. 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. • In person submissions (excluding Statements of Information): $15 handling fee; do not include a $15 handling fee when submitting documents by mail. • 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 with online submissions given priority. For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates. Optional Copy and Certification Fees: • If applicable, include optional certification fees with your submission. • For applicable certification fee information, refer to the instructions of the specific form you are submitting. Contact Person: (Please type or print legibly) First Name: Last Name: Phone (optional): Entity Information: (Please type or print legibly) Name: Entity Number (if applicable): Address: Comments Submission Cover Sheet (REV 03/2022) Clear Form Print Form |
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 ofregistering 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 onlineusing our bizfile Online portal at bizfile nline.sos.ca.govO . Status of LLC: In order to file Form LLC-12, the status of the LLCmust 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 S tate’sBusiness Search at bizfileOnline.sos.ca.gov/search/business . 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: Upon filing, we will return one (1) plain copy of your filed document for free and will certify the copy upon request and payment of a $5 certification fee. Processing Dates: For current processing dates, go to www.sos.ca.gov/business/be/processing-dates. Type of Description Online/Form Fee Filing Initial Filing The initial filing is due 90 days from File online at bizfileOnline.sos.ca.gov . $20.00 the entity’s registration date. (Form LLC-12) Required • The periodic filing is due every two File online at bizfileOnline.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-numbered year, the periodic filing is due every even year. • If the registration occurred in an odd-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 File online at bizfileOnline.sos.ca.gov. No Fee Statement submitted after the initial or required (Form LLC-12) filing requirements have been met to update information including changes to the agent for service of process. LLC-12 (REV 12/2022) 202 2 California Secretary of State bizfile Online.sos.ca.gov |
Statutory Required 6 Month Filing Window for Limited Liability Companies Month of Formation, Statement of Information Registration or Conversion Applicable Filing Period First Day of Through Last Day 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 1. Enter the name of the limited liability • To ensure you have the exact name of the LLC, refer company exactly as it appears on file to your registration document filed with the California with the California Secretary of State, Secretary of State and any name change including the entity ending amendments. (ex: “Jones & Company, LLC” or “Smith • Some foreign LLCs may have registered in California Construction, a Limited Liability using an alternate name. If your LLC is a registered Company”). foreign LLC using an alternate name in California, you must enter the complete alternate name. 2. Enter the Entity Number issued to the • The Entity (File) Number is provided by the LLC by the California Secretary of Secretary of State above the file stamp at the top of State at the time of registration. the LLC’s registration document filed with the California Secretary of State or if filed electronically, in the top section, below the Entity Name. • Secretary of State Records can be accessed online through our Business Search at bizfileOnline.sos.ca.gov/search/business . While searching the Business Search, be sure to identify your LLC correctly including the jurisdiction that matches your LLC. 3. If formed outside of California, enter • The jurisdiction must match the Secretary of State’s the state, foreign country or other place records. where the LLC is organized. • Secretary of State Records can be accessed online through our Business Search at bizfileOnline.sos.ca.gov/search/business . While searching the Business Search, be sure to identify your LLC correctly including the jurisdiction that matches your registered foreign LLC. LLC-12 (REV 12/2022) 202 2 California Secretary of State bizfile Online.sos.ca.gov |
Item Instruction Tips • If the LLC is formed in California, leave Item 3 blank. 4a. Enter the complete street address, city, • The complete street address is required, including state and zip code of the LLC’s the street name and number, city, state and zip code. must be a physical address. principal office. • Address • Do not enter a P.O. Box address, an “in care of” address, or abbreviate the name of the city. 4b. If different from the address in Item 4a, • This address will be used for mailing purposes and enter the complete mailing address, may be a P.O. Box address or “in care of” an city, state and zip code of the LLC. individual or entity. • Do not abbreviate the name of the city. 4c. • If the LLC is formed in California, • The complete street address is required, including enter the complete street address, the street name and number, city and zip code. city and zip code of the office in • Address must be a physical address in California. California, if different from Item 4a. • Do not enter a P.O. Box address, an “in care of” • If the LLC is formed outside of address, or abbreviate the name of the city. California, enter the complete street address, city and zip code of the • If Item 4a is an address in California leave Item 4c principle business office in California, blank and proceed to Item 5. if any. 5. Enter the name and complete business • If the LLC has more than one manager or member, or residential address of any enter the name(s) and address(es) of the additional manager(s), appointed or elected in mangers or members on Form LLC-12A. accordance with the Articles of • Please do not abbreviate the name of the city. Organization or Operating Agreement, or if no manager(s) has been so • Review your Articles of Organization or any elected or appointed, the name and amendments thereto, to determine if the LLC is run business or residential address of each by a single manager, more than one manager or by member. 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. 6. The LLC must have an Agent for • An Agent for Service of Process is responsible for Service of Process. accepting legal documents (e.g. service of process, There are two types of Agents that can lawsuits, subpoenas, other types of legal notices, be named: etc.) on behalf of the LLC. • an individual (e.g., member, manager, • You must provide information for either an individual or any other individual) who resides in OR a registered corporate agent, not both. California with a physical California • If using a registered corporate agent, the corporation street address; OR must have a current agent registration certificate on • a registered corporate agent qualified file with the California Secretary of State as required with the California Secretary of State. by Section 1505. 6a & b. If Individual Agent: • The complete street address is required, including • Enter the name of the agent for the street name and number, city and zip code. service of process and the agent’s • Do not enter a P.O. Box address, an “in care of” complete California street address, address, or abbreviate the name of the city. city and zip code. • Many times, a small LLC will designate a member or LLC-12 (REV 12/2022) 202 2 California Secretary of State bizfile Online.sos.ca.gov |
Item Instruction Tips • If an individual is designated as the manager as the agent for service of process. agent, complete Items 6a and 6b • The individual agent should be aware that the name ONLY. Do not complete Item 6c. and the physical street address of the agent for service of process is a public record, open to all (as are all the addresses of the LLC provided in filings). 6c. If Registered Corporate Agent : • Before a corporation is designated as agent for the LLC, that corporation must have a current agent • Enter the name of the registered registration certificate on file with the California corporate agent exactly as registered Secretary of State as required by Section 1505 stating in California. the address(es) of the registered corporate agent and • If a registered corporate agent is the authorized employees that will accept service of designated as the agent, complete process of legal documents and notices on behalf of Item 6c ONLY. Do not complete the LLC. Items 6a and 6b. • Advanced approval must be obtained from a registered corporate agent prior to designating that corporation as your agent for service of process. • No California or foreign corporation may register as 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 bizfile nline.sos.ca.gov/search/businessO . 7. Briefly describe the general type of business that is the principal business activity of the LLC. 8. Enter the name and complete business • A chief executive officer may be in addition to or residential address of the chief members and managers but generally is the person executive officer, if any. that occupies the highest level position in the LLC’s organization hierarchy in charge of managing the LLC. 9. Check either YES or NO to disclose if Manager-managed California or manager-managed any Manager or any Member have an Out- -of State LLC : does any manager have an outstanding final judgment issued by outstanding final judgment issued by the Division o f the Division of Labor Standards Labor Standards Enforcement or a court of law, for Enforcement or a court of law, for which no appeal therefrom is pending, for the violation which no appeal is pending, for the of any wage order or provision of the Labor Code? violation of any wage order or provision of the Labor Code. Member-managed California LLC: does any managing member have an outstanding final judgment issued by the Division of Labor Standards Enforcement or court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code? NOTE: Pursuant to California Corporations Code section 17701.10(d), if a written operating agreement LLC-12 (REV 12/2022) 202 2 California Secretary of State bizfile Online.sos.ca.gov |
limits the members who are agents of the limited liability company for the purpose of its business and affairs to a specified member or specified members, answer this question with respect to the specified member or members only. Out- -of State LLC that is not managed by a manager or managers: does any member have an outstanding final judgment issued by the Division of Labor Standards Enforcement or court of law, for which no appeal is pending, for the violation of any wage order or provision of the Labor Code? NOTE: Answer this question as to the specified member or members that are agents of the out-of- state limited liability company for purposes of its business and affairs only. If the answer to any of the questions above is Yes, select the Yes option. Otherwise, select No. 10. Type or print the date, the name and title of the person completing this form and sign where indicated. Submission Cover Sheet (Optional): Complete and include with your paper submission. This information will be used to communicate with you about the submission, if needed. This 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 befiled onlineatbizfileOnline.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 944260, Sacramento, CA 94244-2600 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.). LLC-12 (REV 12/2022) 202 2 California Secretary of State bizfile Online.sos.ca.gov |
Secretary of State LLC-12 Statement of Information (Limited Liability Company) This form is due within 90 days of initial registration and every two years thereafter. Filing Fee - $20.00 Certification Fee (Optional) -$5.00 This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name.) 2. Secretary of State Entity Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code c. Street Address of California Office, if Item 4a is not in California City (no abbreviations) State Zip Code Do not list a P.O. Box CA 5. Manager(s) or Member(s) If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an additional managers/members, enter the names(s) and address(es) on Form LLC-12A . a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code LLC-12 (REV 12/2022) Page 1 of 2 2022 California Secretary of State bizfileOnline.sos.ca.gov |
6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a City (no abbreviations) State Zip Code P.O. Box CA CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b 7. Type of Business Describe the type of business or services of the Limited Liability Company 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix b. Address City (no abbreviations) State Zip Code 9. Labor Judgment (See instructions) Does a Manager or Member, as further defined by California orporations Code C section17702.09(a)(8), have an outstanding final judgment issued by the ivision D of Labor Standards Enforcement or a court of law, for which no appeal is pending, Yes No for the violation of any wage order of provision of the Labor Code? 10.0. Email Notifications Provide an email address to opt-in to receive entity related notifications, including Statement of Information reminders, by email rather than mail.USPS Note: If no email address is provided, you will continue to receive notices and reminders by USPS mail. Yes, I opt-in to receive entity notifications via email. Email Address: _____________________________________________ To change your option after filing, you must submit a new complete Statement of Information. By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign. _____________________ ____________________________________________________________ ________________________ __________________________________ Date Type or Print Name Title Signature LLC-12 (REV 12/2022) 202 2California Secretary of State Page 2 of 2 Clear Form Print Form bizfileOnline.sos.ca.gov |