By: Tamara B. Pow

Will your LLC be suspended for failure to file the Statement of Information because you use an outdated form?

In May of 2016 the California Secretary of State published a new form of Statement of Information for Limited Liability Companies (LLCs) . Filing the correct form, on time, is critical if you don’t want your LLC to be suspended.

The Secretary of State does not revise its forms often, but when it does, it is critical that business owners be made aware of the changes and file the correct forms. The Secretary of State will reject outdated forms, potentially causing delays and additional expenses. In May of 2016 the California Secretary of State revised the LLC Statement of Information form which had been in use since January of 2014. Here are some things you should know about LLC Statement of Information Requirements and the new forms:

• There are two different LLC Statement of Information Forms – the LLC-12 for the initial filing and follow up filings that include changes to the last filing, and the LLC-12NC form which is a much more simplified form for LLCs that need to satisfy the filing requirement but do not have any changes to make to the information on the previous filing.
• The new LLC-12 only has room to list one manager or member. If the LLC is managed by more than one manager or member, the LLC must include attachment pages.
• You should always obtain a copy of the filed Form LLC-12 when you file it. The cost of obtaining a copy of the face page is $1.00, plus each attachment page increases the cost by $0.50.
• The initial filing is due 90 days after the entity’s registration date.
• The periodic filing is due every two years based on the LLC’s registration date. If the LLC was registered in an even year, it is due the next even year. If it was registered in an odd year, it is due the next odd year. The filing period includes the month of registration plus the immediately preceding five months.
• The filing fee is $20. There is no fee to file a Statement of Information outside the normal filing period in order to update information changes for the LLC, such as changes to the address or the agent for service of process.
• The Agent for Service of Process listed on an LLC’s Statement of Information should be aware their name and address is a public record, open to all, and listed on the Secretary of State website. The addresses of the LLC, and its managers or members listed in the filing are also public record.
• The form can be rejected if the details are not correct. Make sure the company name, filing number, jurisdiction and other details are exact, including each comma.
• The penalty for failing to file a Statement of Information by the due date is $250.00.
• You can mail the form to the Secretary of State for filing, but if you need proof of filing any time soon, you should deliver it in person to the Sacramento office. To avoid the trip to Sacramento, the company can send the form and the check for copies to a filing agent in Sacramento to delivers it on the LLC’s behalf.

Tamara B. Pow is a founding partner of Strategy Law, LLP in downtown San Jose, California where she practices business and real estate law including limited liability company formations, operations, sales, conversions and dissolutions. Her consistent and extensive work with LLCs keeps her up to date when advising owners of LLCs and other business entities of Secretary of State updates and other changes in the legal requirements of maintaining business entity liability protection.

The information appearing in this blog does not constitute legal advice or opinion. Such advice and opinions are provided by the firm only upon engagement with respect to specific factual situations. Specific questions relating to this article should be addressed directly to Strategy Law, LLP.