California Llc 12 Form PDF Details

Ensuring all the intricacies and guidelines are followed, businesses operating as limited liability companies (LLCs) in California navigate the essential process of completing and submitting the Statement of Information (Form LLC-12) to the California Secretary of State. This requirement, mandatory for both California and registered foreign LLCs, is critical to maintain compliance and ensure the smooth functioning of the entity within the state’s regulatory framework. Within 90 days of their initial registration and biennially thereafter, LLCs are obligated to submit this form during a designated six-month period that correlates with their original registration date. The purpose of Form LLC-12 goes beyond mere bureaucratic necessity; it serves as a comprehensive update of the LLC’s operational and structural dynamics, ranging from addresses and agent for service of process changes to alterations in management. Failure to comply with this requirement not only disrupts an LLC’s standing but also incurs a hefty penalty, emphasizing the seriousness with which the California Secretary of State views this obligation. Furthermore, this form opens the portal for additional filings, such as changes in company details that require immediate attention outside the regular filing period, thereby ensuring that the state’s records remain accurate and up-to-date. With the capability to file online for convenience and efficiency, LLCs are encouraged to adhere to these instructions and deadlines to maintain their active status and avoid possible suspension or forfeiture as dictated by the California Franchise Tax Board (FTB) regulations.

QuestionAnswer
Form NameCalifornia Llc 12 Form
Form Length6 pages
Fillable?No
Fillable fields0
Avg. time to fill out1 min 30 sec
Other namesyou llc 12, california llc 12, california llc 12 instructions, california llc 12 form

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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 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 the

File online at bizfile.sos.ca.gov.

$20.00

 

 

 

entity’s registration date.

(Form LLC-12)

 

 

 

 

 

 

 

 

 

Required

 

The periodic filing is due every two

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.

 

 

 

 

 

 

 

 

 

 

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.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 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

1.

Enter the name of the limited liability

To ensure you have the exact name of the LLC, refer to

 

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.

 

 

 

 

 

2.

Enter the 12-digit Entity (File) Number

The 12-digit Entity (File) Number is provided by the Secretary

 

issued to the LLC by the California

of State above the file stamp at the top of the LLC’s

 

Secretary of State at the time of

registration document filed with the California Secretary of

 

registration.

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 BusinessSearch.sos.ca.gov. 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

The jurisdiction must match the Secretary of State’s records.

 

state, foreign country or other place where

Secretary of State Records can be accessed online through

 

the LLC is organized.

 

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.

 

 

 

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

4a.

Enter the complete street address, city,

The complete street address is required, including the

 

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.

 

 

 

4b.

If different from the address in Item 4a,

This address will be used for mailing purposes and may be

 

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.

 

 

 

 

 

4c.

If the LLC is formed in California, enter

The complete street address is required, including the

 

the complete street address, city and zip

street name and number, city and zip code.

 

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.

 

 

 

5.

Enter the name and complete business or

If the LLC has more than one manager or member, enter

 

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.

 

 

 

6.

The LLC must have an Agent for Service

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

 

with the California Secretary of State.

California Secretary of State as required by Section 1505.

 

 

 

6a & b.

If Individual Agent:

The complete street address is required, including the

 

Enter the name of the agent for service of

street name and number, city and zip code.

 

process and the agent’s complete

Do not enter a P.O. Box address, an “in care of” address, or

 

California street address, city and zip

abbreviate the name of the city.

 

code.

Many times, a small LLC will designate a member or

 

If an individual is designated as the

manager as the agent for service of process.

 

agent, complete Items 6a and 6b ONLY.

The individual agent should be aware that the name and the

 

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).

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

6c.

If Registered Corporate Agent:

Before a corporation is designated as agent for the LLC,

 

Enter the name of the registered

that corporation must have a current agent registration

 

corporate agent exactly as registered in

certificate on file with the California Secretary of State as

 

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.

 

8.

Enter the name and complete business or

A chief executive officer may be in addition to members and

 

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.

 

 

 

 

Submission Cover Sheet (Optional): To make it easier to receive communication related to this document, including

the copy of the filed document, complete the 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 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.).

LLC-12 - Instructions (REV 11/2020)

2020 California Secretary of State

 

bizfile.sos.ca.gov

Secretary of State

Business Programs Division

Statement of Information

1500 11th Street, Sacramento, CA 95814

P.O. Box 944230, Sacramento, CA 94244-2300

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-dates.

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:

 

 

Address:

 

 

City/State/Zip:

Secretary of State Use Only

T/TR:

AMT REC’D: $

Doc Submission Cover - SI (Rev. 11/2020)

Secretary of State

LLC-12

 

Statement of Information

 

 

 

 

(Limited Liability Company)

 

 

 

 

IMPORTANT — This form can be filed online at bizfile.sos.ca.gov.

 

Read instructions before completing this form.

 

 

Filing Fee – $20.00

 

 

Copy Fees – First page $1.00; each attachment page $0.50;

 

 

Certification Fee - $5.00 plus copy fees

 

Above 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, see instructions.)

2. 12-Digit Secretary of State Entity (File) 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 - Do not list a P.O. Box

City (no abbreviations)

 

State

Zip Code

 

 

 

 

CA

 

 

 

 

 

 

 

 

 

 

If no managers have been appointed or elected, provide the name and address of each member. At least one name and address

5. Manager(s) or Member(s)

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 entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the

 

 

LLC has additional managers/members, enter the name(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

 

 

 

 

 

 

 

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 P.O. Box

City (no abbreviations)

 

State

Zip Code

 

 

 

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.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 of Person Completing the Form

Title

Signature

LLC-12 (REV 11/2020)

 

 

2020 California Secretary of State

 

 

 

bizfile.sos.ca.gov

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