California Annual Report Filing

This guide aims to provide clarity on the process of filing Annual Report, which is mandatory for limited liability companies (LLCs) and corporations in California.

Updated on
Jan 23, 2024
5
min read
State
California
Topic
Compliance

Running a business in California involves juggling a myriad of responsibilities, from day-to-day operations to managing various paperwork requirements. One such requirement is filing your California annual report, also known as the Statement of Information. Failure to file the annual report can lead to fines and even the suspension of your business.

1. Understanding the California Statement of Information

In California, the annual report is referred to as the Statement of Information. Its primary purpose is to keep the state updated about your company and the individuals associated with it. Think of it as a way for the state to periodically check in and ensure that your business information is accurate.

The initial Statement of Information must be filed within 90 days of submitting the Articles of Organization or Articles of Incorporation when you first establish your business. Subsequently, your business is required to file the Statement of Information every one or two years, depending on its entity type.

2. Filing Frequency Based on Business Type

The frequency and filing requirements for the Statement of Information differ based on your business type. Here's an overview:

  • Domestic nonprofit corporations and LLCs: These entities must file their initial Statement of Information within 90 days of formation. Afterward, they must file the report every two years, either in even-numbered or odd-numbered years, depending on their formation year.
  • Foreign corporations, domestic stock corporations, and agricultural cooperative corporations: Similar to nonprofit corporations and LLCs, these entities must file the initial Statement of Information within 90 days of formation. However, they are required to file the report annually using Form SI-550.

3. Where to File Your California Statement of Information

To file your California Statement of Information, you'll need to submit it to the California Secretary of State. You have two options for filing:

  • Online Filing: Utilize the state's online portal, Bizfile California, to complete and submit your Statement of Information. Online filing allows you to pay the filing fee with a credit card.
  • Paper Filing: Alternatively, you can download the Statement of Information form from the Secretary of State's website, complete it manually, and mail it to the California Secretary of State's office. If you choose this method, you can pay the filing fee by check.

Please note that the information included in the Statement of Information becomes public record and can be accessed online by anyone interested in your business.

4. Due Dates for Filing the California Statement of Information

The due date for filing the Statement of Information varies based on your entity type and the year of formation. Here's an overview:

  • Domestic stock corporations, foreign corporations, and agricultural cooperative corporations: These entities must file the Statement of Information annually within six months of their formation date. For instance, if your business was established in January, you must file the report between August and January.
  • Domestic nonprofit corporations and LLCs: These entities are required to file the Statement of Information every two years, during either even-numbered or odd-numbered years, based on their formation year.

It's crucial to adhere to the filing deadlines to avoid penalties and ensure compliance.

5. Filing Fees for the California Statement of Information

The filing fee for the Statement of Information differs based on your business type:

  • LLCs and non-stock corporations: The fee is $20.
  • Stock corporations: The fee is $25.

If you opt for online filing, you can pay the filing fee using a credit card. For paper filing, you can pay by check.

6. Required Information for Filing the Statement of Information

When filing your Statement of Information, you'll need to provide specific details about your business. The required information includes:

  • The company's name as registered with the Secretary of State.
  • The 12-digit entity number, which can be found on https://bizfileonline.sos.ca.gov/search/business.
  • The company's physical address.
  • The company's mailing address if it's different from the physical address.
  • The names and addresses of managers or statutory officers (CEO, secretary, and CFO).
  • The name and address of the company's service of process agent.
  • A description of the type of business conducted by the company.

LLCs and corporations have a similar set of required information, with the primary distinction being that corporations list statutory officers (CEO, secretary, and CFO) instead of managers.

7. Post-Filing Process

After submitting your California Statement of Information, the state will review and approve it. The processing time can vary:

  • Online filings are generally approved within three to five business days.
  • Filings delivered in person or by mail typically take around two weeks for approval.

If the form is incomplete or contains errors, it will be returned to you for correction.

8. Late Filing Penalties

Failure to file the Statement of Information on time can result in penalties. California offers a 60-day grace period for late filings. If the report is not submitted by the end of this grace period, your business will incur a $250 late fee, and the state may suspend your business. Suspended businesses lose their legal protections and rights granted by their LLC or corporate structure.

9. Dissolution of a Closed Business

If your business closes, you must file paperwork to formally dissolve it through the California Business Portal. This dissolution paperwork should be submitted within 12 months of the company's final tax return. Once the state formally dissolves your business, annual reports are no longer required. However, failing to dissolve a company means you are still responsible for filing annual reports and paying associated fees.

10. Troubleshooting and Contact Information

If you encounter difficulties while filing your California Statement of Information, visit the Statement of Information help page on the Secretary of State's website. You can also contact the office for assistance.

‍Disclaimer: The content on this page is for informational purposes only and does not constitute legal, tax, or accounting advice. Seek the counsel of a licensed professional for specific questions related to these topics.

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