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When operating a limited liability company (LLC) in California, staying compliant with state requirements is essential for smooth business operations. One key component of this compliance is the completion and submission of the C.A. LLC 12R form, officially known as the Statement of Information. This form serves as a vital update to the California Secretary of State, providing crucial information about the LLC's status, principal office address, and management structure. The initial filing is required within 90 days of the LLC's formation and subsequently every two years during a designated filing window based on the original registration date. It’s important to verify the LLC’s active status, as only LLCs that are active or in a suspended situation can submit this form. Covering various aspects, the LLC 12R form requires details such as the LLC's entity number, the agent for service of process, and addresses related to both the principal office and mailing. Furthermore, there are associated fees for filing this document, and penalties may apply for non-compliance. Filing can be conveniently completed online or by mail, so ensuring timely submission aids in maintaining your LLC’s good standing with the state.

Ca Llc 12R Example

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

File online at bizfile.sos.ca.gov.

$20.00

 

 

 

 

the 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

 

 

Filing

 

registration date.

been made)

 

 

 

 

 

• If the registration occurred in an

Or

 

 

 

 

 

even-numbered year, the periodic

(Form LLC-12NC, if no changes

 

 

 

 

 

filing is due every even year.

 

 

 

 

 

since the last complete Statement

 

 

 

 

 

• If the registration occurred in an

 

 

 

 

 

of Information)

 

 

 

 

 

odd-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

File online at bizfile.sos.ca.gov.

No Fee

 

Statement

submitted after the initial or required

(Form LLC-12)

 

 

 

 

filing requirements have been met to

 

 

 

 

 

 

update information including changes

 

 

 

 

 

 

to the agent for service of process.

 

 

LLC-12 (REV 11/2021)

2021 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

 

 

 

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

 

company exactly as it appears on file

 

to your registration document filed with the California

 

with the California Secretary of State,

 

Secretary of State and any name change

 

including the entity ending

 

amendments.

 

 

 

(ex: “Jones & Company, LLC” or “Smith

 

• Some foreign LLCs may have registered in California

 

Construction, a Limited Liability

 

using an alternate name. If your LLC is a registered

 

Company”).

 

foreign LLC using an alternate name in California,

 

 

 

 

 

you must enter the complete alternate name.

 

 

 

 

2.

Enter the 12-digit Entity Number issued

 

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

 

to the LLC by the California Secretary

 

Secretary of State above the file stamp at the top of

 

of State at the time of registration.

 

the LLC’s registration document filed with the

 

 

 

 

 

California Secretary of 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 jurisdiction must match the Secretary of State’s

 

the state, foreign country or other place

 

records.

 

 

 

where the LLC is organized.

 

• 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

 

 

 

 

 

registered foreign LLC.

LLC-12 (REV 11/2021)

2021 California Secretary of State

 

bizfile.sos.ca.gov

Item

 

Instruction

 

Tips

 

 

 

• If the LLC is formed in California, leave Item 3 blank.

 

 

 

 

4a.

 

Enter the complete street address, city,

• The complete street address is required, including

 

 

state and zip code of the LLC’s

 

the street name and number, city, state and zip code.

 

 

principal 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

 

 

enter the complete mailing address,

 

may be a P.O. Box address or “in care of” an

 

 

city, state and zip code of the LLC.

 

individual or entity.

 

 

 

• Do not abbreviate the name of the city.

 

 

 

 

4c.

 

• If the LLC is formed in California,

• The complete street address is required, including

 

 

enter the complete street address,

 

the street name and number, city and zip code.

 

 

city and zip code of the office in

• Address must be a physical address in California.

 

 

California, if different from Item 4a.

 

 

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

 

 

• If the LLC is formed outside of

 

 

 

address, or abbreviate the name of the city.

 

 

California, enter the complete street

 

 

 

• If Item 4a is an address in California leave Item 4c

 

 

address, city and zip code of the

 

 

principle business office in California,

 

blank and proceed to Item 5.

 

 

if any.

 

 

 

 

 

5.

Enter the name and complete business

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

 

or residential address of any

 

enter the name(s) and address(es) of the additional

 

manager(s), appointed or elected in

 

mangers or members on Form LLC-12A.

 

accordance with the Articles of

 

• Please do not abbreviate the name of the city.

 

Organization or Operating Agreement,

 

 

 

• Review your Articles of Organization or any

 

or if no manager(s) has been so

 

 

elected or appointed, the name and

 

amendments thereto, to determine if the LLC is run

 

business or residential address of each

 

by a single manager, more than one manager or by

 

member.

 

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

 

• An Agent for Service of Process is responsible for

 

 

Service of Process.

 

accepting legal documents (e.g. service of process,

 

 

There are two types of Agents that can

 

lawsuits, subpoenas, other types of legal notices,

 

 

be named:

 

etc.) on behalf of the LLC.

 

 

• an individual (e.g., member, manager,

 

• You must provide information for either an individual

 

 

or any other individual) who resides in

 

OR a registered corporate agent, not both.

 

 

California with a physical California

 

• If using a registered corporate agent, the corporation

 

 

street address; OR

 

must have a current agent registration certificate on

 

 

• a registered corporate agent qualified

 

file with the California Secretary of State as required

 

 

with the California Secretary of State.

 

by Section 1505.

 

 

 

 

6a & b.

If Individual Agent:

 

• The complete street address is required, including

 

 

• Enter the name of the agent for

 

the street name and number, city and zip code.

 

 

service of process and the agent’s

 

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

 

 

complete California street address,

 

address, or abbreviate the name of the city.

 

 

city and zip code.

 

• Many times, a small LLC will designate a member or

 

 

 

 

LLC-12 (REV 11/2021)

2021 California Secretary of State

 

bizfile.sos.ca.gov

Item

 

Instruction

 

Tips

 

 

• If an individual is designated as the

 

manager as the agent for service of process.

 

 

 

 

 

 

agent, complete Items 6a and 6b

 

• The individual agent should be aware that the name

 

 

ONLY. Do not complete Item 6c.

 

and the physical street address of the agent for

 

 

 

 

service of process is a public record, open to all (as

 

 

 

 

are all the addresses of the LLC provided in filings).

 

 

 

 

6c.

 

If Registered Corporate Agent:

• Before a corporation is designated as agent for the

 

• Enter the name of the registered

 

LLC, that corporation must have a current agent

 

 

registration certificate on file with the California

 

 

corporate agent exactly as registered

 

 

 

 

Secretary of State as required by Section 1505 stating

 

 

in California.

 

 

 

 

the address(es) of the registered corporate agent and

 

• If a registered corporate agent is

 

 

 

the authorized employees that will accept service of

 

 

designated as the agent, complete

 

 

 

 

process of legal documents and notices on behalf of

 

 

Item 6c ONLY. Do not complete

 

 

 

 

the LLC.

 

 

Items 6a and 6b.

• Advanced approval must be obtained from a

 

 

 

 

 

 

 

registered corporate agent prior to designating that

 

 

 

 

corporation as your agent for service of process.

 

 

 

• No California or foreign corporation may register as

 

 

 

 

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://

 

 

 

 

businesssearch.sos.ca.gov/cbs/List1505Agents.

7.

 

Briefly describe the general type of

 

 

 

 

business that is the principal business

 

 

 

 

activity of the LLC.

 

 

 

 

 

 

8.

 

Enter the name and complete business

• A chief executive officer may be in addition to

 

 

or residential address of the chief

 

members and managers but generally is the person

 

 

executive officer, if any.

 

that occupies the highest level position in the LLC’s

 

 

 

 

organization hierarchy in charge of managing the

 

 

 

 

LLC.

 

 

 

 

9.

 

Check either YES or NO to disclose if

• Check YES if any Manager or any Member of this

 

 

any Manager or any Member have an

 

Limited Liability Company have an outstanding final

 

 

outstanding final judgment issued by

 

judgment issued by the Division of Labor Standards

 

 

the Division of Labor Standards

 

Enforcement or a court of law, for which no appeal

 

 

Enforcement or a court of law, for

 

therefrom is pending, for the violation of any wage

 

 

which no appeal is pending, for the

 

order or provision of the Labor Code.

 

 

violation of any wage order or provision

• Check NO if no Manager or Member of this Limited

 

 

of the Labor Code.

 

 

 

Liability Company has an outstanding final judgment

 

 

 

 

 

 

 

 

issued by the Division of Labor Standards

 

 

 

 

Enforcement or a court of law, for which no appeal

 

 

 

 

therefrom is pending, for the violation of any wage

 

 

 

 

order or provision of the Labor Code.

 

 

 

 

 

10.

 

Type or print the date, the name and

 

 

 

 

title of the person completing this form

 

 

 

 

and sign where indicated.

 

 

 

 

 

 

 

LLC-12 (REV 11/2021)

2021 California Secretary of State

 

bizfile.sos.ca.gov

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 (REV 11/2021)

2021 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:

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

Secretary of State Use Only

T/TR:

AMT REC’D: $

Clear Form Print Form

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

This 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 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

City (no abbreviations)

State

Zip Code

Do not list a P.O. Box

 

 

 

 

 

 

 

CA

 

 

 

 

 

 

5. Manager(s) or Member(s)

If no managers have been appointed or elected, provide the name and address of

 

each member. At least one name and address 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 additional managers/members, enter the names(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

LLC-12 (REV 11/2021)

2021 California Secretary of State

 

bizfile.sos.ca.gov

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

 

City (no abbreviations)

 

State

 

Zip Code

P.O. Box

 

 

 

 

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. Labor Judgment

 

 

 

 

 

 

 

 

 

 

 

 

 

Does any Manager or Member have an outstanding final judgment issued by the

 

 

 

 

 

Division of Labor Standards Enforcement or a court of law, for which no appeal

 

 

Yes

No

therefrom is pending, for the violation of any wage order or provision of the Labor Code?

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.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

Title

Signature

LLC-12 (REV 11/2021)

Print Form

Clear Form

2021 California Secretary of State

bizfile.sos.ca.gov

Get Ca Llc 12R PDF Form

Form Characteristics

Fact Name Description
Filing Requirement Every California limited liability company (LLC) must file Form LLC-12 within 90 days of registration and every two years thereafter.
Status Check The LLC must be active or suspended to file Form LLC-12. Status can be verified using the California Secretary of State’s online Business Search.
Submission Method Form LLC-12 can be submitted online at bizfile.sos.ca.gov or mailed to the Secretary of State's office.
Filing Fee The fee for filing Form LLC-12 is $20.00, applicable for both initial and periodic filings.
Copy and Certification Fees To obtain copies, fee structure is $1.00 for the first page, $0.50 for additional pages, plus a $5.00 certification fee.
Legal Authority Filing provisions are governed by Section 17702.09 of the California Corporations Code.
Two-Year Cycle Periodic filings are timed based on the original registration date and occur either in even or odd numbered years, depending on the initial filing year.
No Fee Updates No fee is required if the form is submitted to update information, such as changing the agent for service of process.
Consequences of Noncompliance Failing to file Form LLC-12 by the due date incurs a penalty of $250.00.

Guidelines on Utilizing Ca Llc 12R

Filling out the Ca LLC 12R form involves providing specific information about your limited liability company. This is a necessary step to ensure your business remains compliant with state regulations. Following the outlined steps will help you complete the form accurately and submit it without any issues.

  1. Enter the name of your limited liability company exactly as it appears on file with the California Secretary of State.
  2. Provide the 12-digit Entity Number that the California Secretary of State issued to your LLC at registration.
  3. If your LLC was formed outside California, enter the jurisdiction where it is organized. If it was formed in California, leave this section blank.
  4. For Item 4a, enter the complete street address, city, state, and zip code of your LLC’s principal office.
  5. If your mailing address differs from the principal office address, complete Item 4b with the appropriate information; this can include a P.O. Box.
  6. Complete Item 4c if your LLC is formed in California and the office address differs from Item 4a. Otherwise, leave it blank.
  7. Enter the name and address of any manager(s) or member(s) in Item 5. If there are multiple individuals, fill out Form LLC-12A to provide more names.
  8. For Item 6, designate an Agent for Service of Process. Decide if this will be an individual or a registered corporate agent, and provide the required details accordingly.
  9. Briefly describe the general type of business that your LLC engages in for Item 7.
  10. If applicable, provide the name and address of the chief executive officer in Item 8.
  11. Answer YES or NO in Item 9 regarding any outstanding judgment for the LLC related to labor law violations.
  12. Complete Item 10 with the date, your name, title, and signature where indicated.

You may choose to complete a Submission Cover Sheet for easier communication regarding your filing. To submit the form, you can file it online, or send it by mail or deliver it in person to the Secretary of State's office. Ensure you include any applicable fees. Timely filing is crucial to avoid penalties.

What You Should Know About This Form

What is the timeline for filing the LLC-12 form in California?

Every California-based limited liability company (LLC) must file the LLC-12 form within 90 days of its registration with the Secretary of State. After the initial filing, subsequent filings are required every two years. The filing period is determined by the original registration month and spans the registration month and the previous five months. It’s important to note that if the entity was registered in an odd-numbered year, the periodic filing falls due in odd-numbered years, and similarly for even-numbered years.

What happens if an LLC fails to file the Statement of Information on time?

If an LLC does not file the LLC-12 by the due date, it can incur a penalty of $250. To avoid this penalty, businesses should mark their calendars and set reminders for the filing deadlines. Ensuring compliance with filing requirements is essential for maintaining active status and avoiding unnecessary fees.

Can changes be made to the LLC-12 after it has been filed?

Yes, if there are changes to the information that was filed in the initial Statement of Information, an LLC can submit a new LLC-12 form to update this information. However, if no changes have occurred since the last complete statement, an LLC may file a Form LLC-12NC without a fee to confirm this. Keeping the information current is vital for compliance and can affect legal and operational matters.

How can an LLC obtain a copy of its filed Statement of Information?

An LLC can obtain a copy or a certified copy of its filed Statement of Information by including the appropriate payment for the copy fees at the time of submission. The fees include $1.00 for the first page and $0.50 for each additional attachment page, along with an additional $5.00 certification fee if a certified copy is requested. Alternatively, a free filed copy can be accessed online through the Secretary of State’s Business Search.

Common mistakes

Filling out the California LLC 12R form can seem daunting, but many common mistakes can easily be avoided. Understanding these pitfalls will help ensure that your submission is accurate and accepted without delay.

One frequent mistake is failing to enter the exact name of the limited liability company as registered. It is crucial to cross-reference the name with your original registration documents. Some individuals overlook minor variations, such as punctuation or pluralization, which can lead to unnecessary complications. Always ensure the name matches precisely as listed with the California Secretary of State.

Another common error involves the 12-digit Entity Number. This number is unique to your LLC and is assigned at registration. Many people forget to include or misplace this number on the form. If you do not provide it, your application can face significant delays. To locate your Entity Number, consult your registration documents or the California Secretary of State’s Business Search tool.

Address information can also be problematic. The requirement to provide a complete street address, city, state, and zip code for your principal office is strict; abbreviations and P.O. Box numbers are not acceptable. Individuals often skip over these details, thinking it won't matter, but they are essential for proper identification. If your LLC's office address changes, make sure to update this information accurately.

Particularly in a scenario where the LLC has multiple members or managers, individuals frequently make the mistake of not including all applicable names and addresses. If your LLC has more than one member, or if your structure changes, failing to disclose every person can create issues. Each name and residential or business address must reflect current information to avoid penalties or disputes later.

Finally, it’s essential to carefully read the section regarding the Agent for Service of Process. Incomplete or incorrect information can lead to missed legal notifications. Be mindful to designate either an individual or a registered corporate agent, not both. It’s a simple oversight, but one that could have significant ramifications. Verify that the chosen agent is eligible and has a current certificate filed with the Secretary of State.

A little attention to detail goes a long way when completing the LLC 12R form. By being aware of these common mistakes, you can save yourself time, money, and potential headaches in the filing process.

Documents used along the form

When dealing with the California Statement of Information (Form LLC-12), it’s important to understand that several other forms may also be necessary for managing your LLC effectively. Here are five commonly used documents that many LLCs file alongside or in relation to Form LLC-12.

  • Form LLC-12A: This form is required when an LLC has more than one manager or member. It provides the names and addresses of all additional managers or members who have been appointed or elected in accordance with the LLC's Articles of Organization or Operating Agreement.
  • Form LLC-12NC: Use this form if there have been no changes to your LLC's information since the last filed Statement of Information. It's a no-fee filing that simplifies the update process and confirms that the existing information remains accurate.
  • Articles of Organization (Form LLC-1): This foundational document is necessary when establishing an LLC. It includes critical information, such as the name of the LLC, its purpose, and the designated agent for service of process. It must be filed with the California Secretary of State at the time of formation.
  • Certificate of Good Standing: Although not required, obtaining a certificate of good standing can be beneficial, especially for those looking to engage in business out-of-state. This document shows that the LLC is compliant with all state requirements and is legally recognized in California.
  • Business License or Permit: Depending on the nature of your business, you may need to obtain a specific license or permit to operate legally within California. This document varies by industry and local jurisdiction, making it essential to check with the appropriate authorities.

Keeping these documents organized ensures your LLC remains compliant with state regulations and can facilitate any future business transactions or audits. Staying on top of your filings will save time and headaches down the road.

Similar forms

The CA LLC 12R form, formally known as the Statement of Information, shares similarities with several other important documents related to the management and compliance requirements of limited liability companies in California. Understanding these similarities can assist in maintaining a compliant LLC. Here are six documents that resemble the CA LLC 12R form:

  • Form LLC-1 (Articles of Organization): This initial filing establishes an LLC's legal existence in California. Like the LLC 12R, it requires specific information about the LLC, including its name and address, helping to provide a formal record to the state.
  • Form LLC-2 (Certificate of Amendment): If any changes occur, such as a change in the LLC's name or address, the LLC must file this form. It parallels the LLC 12R in that both require timely updates to keep official records accurate and current.
  • Form LLC-4 (Certificate of Dissolution): This document is used to formally dissolve an LLC. Similar to the LLC 12R, accurate details regarding the LLC must be disclosed to ensure compliance with state requirements, regardless of whether the company is ongoing or being dissolved.
  • Form LLC-12NC (No Change Statement): When there are no changes to report since the last Statement of Information, this simplified form may be used. It serves a similar purpose as the LLC 12R, helping to maintain the necessary transparency with state authorities.
  • Form LLC-16 (Application for Certificate of Good Standing): This document is important when a business needs to prove its compliance and active status, much like the information provided in the LLC 12R. It ensures that the LLC maintains a good standing with the Secretary of State.
  • Form SI-100 (Statement of Information for Corporations): Applicable to corporations, this form is similar to the LLC 12R in structure and purpose. Both forms require periodic updates regarding business structure and operations, emphasizing the ongoing need for accurate corporate records.

Each of these documents plays a critical role in maintaining compliance and ensuring that your business operates according to state regulations. Missing a filing could lead to penalties or loss of good standing, so it is vital to stay informed and proactive with these filings.

Dos and Don'ts

Things to Do When Filling Out the CA LLC-12R Form:

  • Verify the LLC's name and ensure it matches the registration document exactly.
  • Provide a complete and physical street address for the LLC’s principal office.
  • Confirm the active status of the LLC before filing.
  • Ensure correct and complete information about the designated Agent for Service of Process is provided.

Things Not to Do When Filling Out the CA LLC-12R Form:

  • Avoid using a P.O. Box or "in care of" address for the principal office.
  • Do not abbreviate city names or other relevant information.
  • Refrain from submitting the form if the LLC is not in good standing with the California Secretary of State.
  • Do not include the name of a registered corporate agent unless it has a current agent registration certificate on file.

Misconceptions

  • All LLCs are exempt from filing the form. Many people believe that small or newly formed LLCs can skip filing the CA LLC 12R form. In reality, every California LLC, regardless of size, must submit a Statement of Information within 90 days of its formation and every two years thereafter.
  • Filing the form is optional. Some assume that submitting the CA LLC 12R form merely provides useful information; however, it is a statutory requirement. Failure to file can lead to penalties.
  • The form can be completed without any prior documentation. Individuals often think they can fill out the form without accessing previous registration documents. However, checking the exact entity name and the 12-digit Entity Number from the original filing is necessary to avoid errors.
  • Only changes in management require a new filing. Some believe the CA LLC 12R form is needed only when there are changes in management or structure. In fact, periodic updates are required even if there are no significant changes.
  • Any address can be used for the principal office. A common misconception is that any address can serve as the LLC's principal office. It must be a physical location; P.O. Box addresses are not acceptable.
  • Filing online is not obligatory. While many assume they can submit the form via mail to bypass technology, electronic filing is encouraged for efficiency, although mailing is still accepted.
  • Paying fees is unnecessary if filing online. Some people mistakenly think that online submissions waive any associated fees. There are fees for filing, regardless of the submission method.
  • The form's processing is immediate. Many believe that processing their CA LLC 12R form will be instant, but there is often a delay. Checking the processing dates on the Secretary of State’s website is advisable.
  • All information on the form is confidential. While privacy is important, the details provided on the CA LLC 12R form become part of the public record. Basic information regarding members and agents can be accessed by the public.

Key takeaways

When filling out the CA LLC 12R form, attention to detail is essential. Here are five key takeaways to keep in mind:

  • The CA LLC 12R form must be filed within 90 days of registering the LLC and every two years thereafter. Missing deadlines can lead to penalties.
  • Ensure the LLC's status is active before submitting the form. You can verify status through the California Secretary of State’s Business Search online.
  • Provide complete and accurate addresses. This includes the principal office and mailing address, and using a P.O. Box is not allowed for the principal office address.
  • Filing online is recommended for faster service, using the website bizfile.sos.ca.gov. This process is straightforward and helps avoid errors.
  • Be aware that failing to file this Statement of Information on time results in a $250 penalty. Staying compliant is crucial for maintaining good standing.

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