LLC-12 is the Statement of Information that the California Secretary of State requires from every California limited liability company (LLC) and every foreign LLC registered in California. It reports the LLC's addresses, its managers or members, its agent for service of process and the type of business. You file it within 90 days of registering and every two years after that. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the Secretary of State publishes the official form and receives the filing.
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What is LLC-12?
Form LLC-12, Statement of Information (Limited Liability Company) is the California Secretary of State form on which a limited liability company reports its current business addresses, its managers or members, its agent for service of process and its principal business activity.
The Secretary of State's Business Programs Division (Business Entities) issues the form and keeps the record. The form asks for the exact LLC name and Entity Number, the state or place of organization if the LLC was formed outside California, the principal office, mailing and California office addresses, the manager(s) or member(s), either an individual agent or a registered corporate agent, the type of business, the chief executive officer if one is elected or appointed, an answer to the labor judgment question, and an optional email address for entity notifications.
The same form serves three purposes. It is the initial filing due after registration, the required periodic filing every two years, and a statement filed in between to update information, including changes to the agent for service of process. If the LLC has more than one manager or member, the additional names and addresses go on Form LLC-12A, the attachment to the Statement of Information. LLC-12 is not the document that forms the LLC: formation uses Articles of Organization (Form LLC-1).
Who needs to file LLC-12?
Every California LLC and every registered foreign LLC must file a Statement of Information with the California Secretary of State. The person completing it signs under penalty of perjury and must be authorized by California law to sign.
- New LLCs: file the initial statement after registering with the Secretary of State.
- Existing LLCs: file the periodic statement every two years during the LLC's filing window.
- LLCs with changes: file an updating statement in between when information changes, including a new agent for service of process.
- LLCs with several managers or members: file LLC-12 together with Form LLC-12A.
To file Form LLC-12, the LLC's status on the Secretary of State's records must be active or suspended/forfeited. If the status is FTB suspended/forfeited, the issue must be resolved with the California Franchise Tax Board (FTB) before the LLC returns to active status. The instructions give the FTB at https://www.ftb.ca.gov, (800) 852-5711 from within the U.S. or (916) 845-6500 from outside the U.S.
When to file LLC-12
The initial Statement of Information is due within 90 days of the date the LLC registers with the California Secretary of State. After that it is due every two years during a six-month filing window.
The window consists of the month of formation, registration or conversion and the five months before it. A registration in an even-numbered year means the periodic filing falls in every even year; a registration in an odd-numbered year means every odd year. For example, an LLC registered in June files from January through June.
An updating statement may be filed at any time after the initial and periodic requirements are met. Failing to file by the due date results in a penalty under the Corporations Code and the Revenue and Taxation Code sections cited in the instructions. The agency page lists online submissions at 5 days or less and paper forms at 10+ days; current processing dates are at www.sos.ca.gov/business/be/processing-dates.
Documents you need
- Form LLC-12A, the attachment to the Statement of Information, only if the LLC has more than one manager or member.
- A check or money order payable to the Secretary of State for the filing fee, only when you file on paper by mail or drop-off.
- Certification fee with the submission, only if you want a certified copy; the Secretary of State returns one plain copy free.
- Business Entities Submission Cover Sheet, optional, with a paper submission; it is used only to contact you and is not filed.
How to fill out LLC-12
Enter the exact LLC name
Item 1: type the name exactly as on file with the California Secretary of State, including the ending such as "LLC". A foreign LLC registered under an alternate name enters the complete alternate name.
Enter the Entity Number
Item 2: enter the Secretary of State Entity Number issued at registration. It appears above the file stamp on the registration document, or you can find it in the Business Search at bizfileOnline.sos.ca.gov/search/business.
Give the place of organization
Item 3: if the LLC was formed outside California, enter the state, foreign country or other place of organization, matching the Secretary of State's records. Leave it blank if the LLC was formed in California.
Complete the business addresses
Item 4a: the principal office street address, with no P.O. Box and no abbreviated city. Item 4b: a mailing address if different, which may be a P.O. Box. Item 4c: the California office street address, if Item 4a is not in California.
List managers or members
Item 5: enter at least one manager, or each member if no manager has been appointed or elected. For an individual use 5a and 5c; for an entity use 5b and 5c. Put additional names on Form LLC-12A.
Name the agent for service of process
Item 6: for an individual agent who resides in California, complete 6a and 6b with a California street address and no P.O. Box. For a registered corporate agent, complete only 6c with its exact registered name.
Describe the type of business
Item 7: briefly describe the general type of business or services that is the LLC's principal business activity.
Add the chief executive officer
Item 8: enter the name and address of the chief executive officer, if one is elected or appointed. Leave it blank if there is none.
Answer the labor judgment question
Item 9: select Yes if any manager or member (as the instructions define for your LLC type) has an outstanding final judgment for a wage order or Labor Code violation with no appeal pending. Otherwise select No.
Choose email notifications
Item 10: to receive entity notifications, including Statement of Information reminders, by email rather than USPS mail, check the opt-in box and enter an email address. Changing this option later requires a new complete Statement of Information.
Date and sign the statement
At the bottom, enter the date, the printed name and the title of the person completing the form, and sign. By signing you affirm under penalty of perjury that the information is true and that you are authorized by California law to sign.
Review and download the completed PDF
Check that the name and Entity Number match the Secretary of State's record and that no address is abbreviated or a P.O. Box where not allowed. Download or print the PDF from FillingPDF, then submit it as described under How to submit.
How to submit LLC-12
You can file LLC-12 online, by mail or by drop-off in Sacramento. The Secretary of State recommends online filing for the fastest service, and online submissions are reviewed first.
- Online: file at bizfileOnline.sos.ca.gov. First-time users create an account; the site links an Account Access Guide.
- By mail: Secretary of State, Statement of Information Unit, P.O. Box 944260, Sacramento, CA 94244-2600.
- In person (drop off): Sacramento office, 1500 11th Street, Sacramento, CA 95814.
A filing fee applies to the initial and required periodic statements; the form and the instructions give the amount. For paper filings, make the check or money order payable to the Secretary of State. All correspondence goes to the name and address on the check or money order. You may include the optional Business Entities Submission Cover Sheet, which is treated as correspondence and is not part of the filed document. The Secretary of State returns one plain copy free and certifies it on request with a certification fee. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Abbreviating the city name in any address item; the form and instructions say not to abbreviate cities.
- Entering a P.O. Box or an "in care of" address in Item 4a, 4c or 6b. Only the mailing address in Item 4b may be a P.O. Box or "in care of".
- Completing both the individual agent (6a and 6b) and the registered corporate agent (6c). You provide one or the other, not both.
- Filling in Item 3 for an LLC formed in California; it is left blank and used only for LLCs formed outside California.
- Completing both 5a and 5b for one manager or member. For an individual, complete 5a and 5c and leave 5b blank.
- Listing additional managers or members in Item 5 instead of on Form LLC-12A.
- Entering a name that differs from the Secretary of State's record; a foreign LLC registered under an alternate name must enter the complete alternate name.
- Missing the filing window or the 90-day initial deadline, which results in a penalty.
- Naming a corporation as agent without its advance approval and a current agent registration certificate on file with the Secretary of State.
Frequently asked questions
What is LLC-12?
LLC-12 is the Statement of Information that California LLCs and registered foreign LLCs file with the California Secretary of State. It reports addresses, managers or members, the agent for service of process and the type of business.
How often do I have to file the LLC-12?
File it within 90 days of registering with the Secretary of State, then every two years during a six-month window: the registration month and the five months before it. You may also file an updating statement between required filings.
What happens if I file the LLC-12 late?
Failing to file the Statement of Information by the due date results in a penalty assessment, according to the Secretary of State's instructions, which cite Corporations Code sections 17713.07(b) and 17713.09 and Revenue and Taxation Code section 19141.
Where do I file the LLC-12 form?
Online at bizfileOnline.sos.ca.gov, the fastest option, or by mail to Secretary of State, Statement of Information Unit, P.O. Box 944260, Sacramento, CA 94244-2600. You can also drop it off at 1500 11th Street, Sacramento, CA 95814.
Can I fill out the California LLC-12 online on FillingPDF?
Yes, you can fill out the PDF on FillingPDF and download or print it. FillingPDF is independent, not the Secretary of State, and does not file it; you file through bizfileOnline, by mail or by drop-off.
Can I use a P.O. Box on the LLC-12?
Only for the mailing address in Item 4b, which may be a P.O. Box or "in care of". The principal office (4a), California office (4c) and agent (6b) addresses must be physical street addresses, and city names are not abbreviated.
What if my LLC has more than one manager or member?
Enter one on the LLC-12 and list the additional managers or members on Form LLC-12A, the attachment to the Statement of Information. Every LLC must list at least one manager or member.
Can I file the LLC-12 if my LLC is suspended?
Yes, the LLC's status must be active or suspended/forfeited to file. An FTB suspended/forfeited status must still be resolved with the Franchise Tax Board for the LLC to return to active status.
Who can be the agent for service of process on the LLC-12?
Either an individual who resides in California with a physical California street address, such as a member or manager, or a registered corporate agent qualified with the Secretary of State. Provide one, not both.
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