Introduction
Navigating the regulatory landscape is an integral part of managing a business in California. Among the many compliance documents required by the state is the Statement of Information, a critical filing that businesses must submit to the California Secretary of State. This document ensures that the state has current details about a company’s operations, structure, and key personnel. While seemingly simple, it plays a pivotal role in maintaining legal good standing and avoiding costly penalties. The law firm California Business Lawyer & Corporate Lawyer emphasizes the importance of timely compliance filings like the Statement of Information to ensure businesses remain in good standing with the state.
The Statement of Information is typically required within 90 days of formation for new entities, and then periodically—either annually or biennially—depending on the type of business. This guide provides a comprehensive overview of the Statement of Information in California, including its purpose, who needs to file it, what information it must include, when and how often it must be submitted, associated costs, and the consequences of non-compliance.
What Is the California Statement of Information?
The California Statement of Information is an official document that registered business entities are required to file with the Secretary of State. It provides up-to-date details about a company’s essential information, such as its legal name, physical address, officers, directors or managers, and business activities.
This filing serves a dual purpose: to keep the state informed and to provide transparency to business partners, investors, and the public. Depending on the type of business, the form may be referred to as an annual or biennial report. The terminology may vary, but the goal is the same—ensuring that the state has accurate information about who is responsible for the company and how it operates.
Who Is Required to File the Statement of Information?
Entities that must file a Statement of Information in California include:
- Limited Liability Companies (LLCs)
- Corporations (both domestic and foreign)
- Nonprofits
- Religious organizations
- Cooperatives
Essentially, any registered business entity conducting operations in California is required to file this report. The frequency and timing of the filing depend on the entity type and date of formation or registration.
Initial Filing Requirements
For newly formed or foreign-qualified entities in California, the initial Statement of Information must be filed within 90 days of registering with the Secretary of State. This applies to both corporations and LLCs and is a foundational step in maintaining good standing with the state.
Filing Frequency: Annual vs. Biennial
The frequency of the Statement of Information filing depends on the type of entity:
- Corporations must file annually. The report is due by the last day of the month of the company’s original incorporation date.
- LLCs must file biennially. The filing is due by the last day of the month in which the LLC was originally formed, and the report must be filed every two years thereafter.
Businesses formed in even-numbered years will file in even-numbered years, while those formed in odd-numbered years will file in odd-numbered years. There is no universal due date—filing windows are determined based on your original registration date.
Understanding the Six-Month Filing Window
California provides a six-month window for filing. Businesses can submit their Statement of Information starting five months before and ending one month after their due date. This flexible filing window helps companies avoid last-minute penalties and allows time to gather all necessary information.
Here’s how the six-month filing window works based on the month of formation:
| Month Formed | Filing Window |
|---|---|
| January | August 1 – January 31 |
| February | September 1 – February 28/29 |
| March | October 1 – March 31 |
| April | November 1 – April 30 |
| May | December 1 – May 31 |
| June | January 1 – June 30 |
| July | February 1 – July 31 |
| August | March 1 – August 31 |
| September | April 1 – September 30 |
| October | May 1 – October 31 |
| November | June 1 – November 30 |
| December | July 1 – December 31 |
This structure is consistent for both LLCs and corporations and is essential for planning and budgeting compliance efforts.
What Information Is Required in the Statement of Information?
The information required in a California Statement of Information is straightforward but detailed. Here’s what you’ll typically need to provide:
- Exact Legal Name of the Business: As registered with the Secretary of State.
- 12-Digit Entity Number: Provided upon formation or registration.
- Business Address: The physical street address of the principal executive office.
- Mailing Address (if different): For receiving official correspondence.
- Names and Addresses of Officers, Directors, Managers, or Members: Depending on the entity type.
- Registered Agent for Service of Process: A person or service designated to receive legal documents.
- Type of Business Activity: A general description of the company’s operations.
- Chief Executive Officer (if applicable): Especially relevant for corporations.
In some cases, entities with no changes since the last report may file a simplified “Statement of No Change.”
Additional Components for Corporations
For corporations, the Statement of Information may also include:
- Accounting Policies: A description of how financial records are managed and reported.
- Balance Sheet: An outline of assets, liabilities, and shareholders’ equity.
- Cash Flow Statement: A record of cash inflows and outflows.
- Profit and Loss Statement: A summary of revenues, expenses, and profits over a specific period.
- Director’s Report: Narrative insight from company leadership on performance and strategic direction.
- Auditor’s Report: If applicable, an independent review of the company’s financial statements.
- Overview of Operations: A high-level summary of major activities and developments.
These elements not only provide transparency to the state but also offer valuable insights to shareholders and stakeholders.
Cost of Filing a Statement of Information in California
Filing the Statement of Information is not free, though the fees are relatively modest. Here’s a breakdown:
- LLCs: $20 filing fee
- Corporations: $25 filing fee
Other potential fees include:
- Copying Fees: If you request additional physical copies for your records.
- Certification Fees: For obtaining a certified version of the filed report, which may be required for legal or financial purposes.
Using an automated compliance service can help calculate exact costs and ensure everything is filed accurately and on time.
How to File the Statement of Information
Businesses can file the Statement of Information online through the California Secretary of State’s BizFile portal. Here’s a step-by-step breakdown:
- Visit the California BizFile website.
- Select “File a Statement of Information.”
- Search for your business using the entity number or business name.
- Select your entity and begin the filing process.
- Complete the required fields and submit payment.
- Save the confirmation receipt and filed copy for your records.
Alternatively, you can choose to mail the form or hire a third-party service to handle the process on your behalf.
Filing a Statement of No Change
If your business has not changed any information since the last filing, you may file a streamlined version of the form:
- Form SI-550 NC (for corporations)
- Form LLC-12NC (for LLCs)
This is a time-saving option for businesses with static operations, but it still satisfies the annual or biennial filing requirement.
Why Timely Filing Is Critical
Filing the Statement of Information on time is crucial for several reasons:
- Avoiding Penalties: Failure to file on time can result in a $250 late fee.
- Preventing Suspension: The Secretary of State may suspend or forfeit your business’s right to operate, affecting contracts, bank accounts, and licenses.
- Preserving Naming Rights: Non-compliance can result in the loss of your legal entity name, which can severely impact your brand.
- Maintaining Good Standing: Timely filings are necessary for securing loans, attracting investors, and bidding on government contracts.
Even if your business is newly formed or not yet fully operational, the requirement still applies. It’s better to file early and update the information later than to risk penalties or suspension.
What Happens If You Miss the Filing Deadline?
Missing the filing deadline initiates a 60-day grace period, during which you can submit the Statement of Information without incurring late fees. After that period, the state imposes a $250 fine and may begin administrative proceedings to suspend or dissolve your entity.
This suspension can prevent your business from entering contracts, suing or defending in court, and operating legally in California. Reinstating a suspended entity requires additional paperwork and payment of all outstanding fees.
Keeping Your Information Private
All filed Statements of Information become public records accessible through the Secretary of State’s website. For businesses operating from a residential address or individuals concerned about privacy, this can pose a risk. To protect personal information, many businesses use commercial registered agent services that provide a business address for public filings.
How Compliance Services Can Help
Compliance doesn’t need to be a burden. Several service providers offer filing assistance as part of a broader business formation or registered agent package. For example, when you hire a service to form your LLC or corporation, they may include the initial Statement of Information filing at no additional cost.
Ongoing services typically cost around $100 plus state fees and include reminders, filing support, and updates to your online account. These tools ensure you never miss a deadline and can streamline the compliance process for growing businesses.
Updating the Statement of Information
Any changes in company information, including changes in directors, officers, addresses, or registered agents, require filing a new Statement of Information. The state encourages businesses to submit updated forms as soon as changes occur rather than waiting for the next annual or biennial cycle.
This practice not only ensures transparency but also prevents discrepancies that could lead to legal complications or filing errors in the future.
Conclusion
The California Statement of Information is a foundational element of business compliance in the state. Though it may appear routine, it carries significant legal and operational weight. Timely and accurate filings protect your company from penalties, ensure continued good standing, and maintain your eligibility to conduct business in California.
Whether you’re a first-time business owner or a seasoned entrepreneur, understanding the who, what, when, and how of the Statement of Information can help you avoid missteps and focus on what matters most—growing your business. With various filing options and support services available, maintaining compliance has never been more accessible or more important.
