Article Structure
The LLC 12 form plays a crucial role in maintaining compliance for limited liability companies (LLCs) registered in California. This form is essential for ensuring that the state has up-to-date information about the LLC, including its management structure and business activities. It must be submitted within 90 days of the initial registration and then every two years thereafter. The completion of the form involves providing detailed information, such as the LLC's exact name, entity number, and principal business address. Additionally, the form requires the listing of members or managers, which is important for establishing the company’s governance and accountability. Another significant aspect includes the designation of a service of process agent, a designated individual or corporation responsible for receiving legal documents on behalf of the LLC. The form also inquires about the type of business conducted and asks for relevant disclosures concerning any labor judgments against managers or members. Upon completion, a filing fee applies, with options for certification at an additional cost. Adhering to these filing requirements helps ensure that the LLC operates legally and remains in good standing with the state of California.
Llc 12 Example
Secretary of State
Business Programs Division
Business Entities
1500 11th Street, Sacramento, CA 95814
P.O. Box 944260, Sacramento, CA
Submission Cover Sheet
For faster service, file online at bizfileOnline@sos.ca.gov.
Instructions:
•Complete and include this form with your paper submission. This information only will be used to communicate with you about the submission, if needed. 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.
•In person submissions (excluding Statements of Information): $15 handling fee; do not include a $15 handling fee when submitting documents by mail.
•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 with online submissions given priority. For updated processing time information, visit
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.
Contact Person: (Please type or print legibly)
First Name: |
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Last Name: |
Phone (optional):
Entity Information: (Please type or print legibly)
Name:
Entity Number (if applicable):
Comments:
Submission Cover Sheet (REV 03/2022)
Clear Form
Print Form
Secretary of State |
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Statement of Information |
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(Limited Liability Company) |
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This form is due within 90 days of initial registration and every two years thereafter.
Filing Fee - $20.00
Certification Fee (Optional) - $5.00
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.)
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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) |
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b. Mailing Address of LLC, if different than item 4a |
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c. Street Address of California Office, if Item 4a is not in California |
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Do not list a P.O. Box |
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5. Manager(s) or Member(s) |
If no managers have been appointed or elected, provide the name and address of |
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each member. At least one name and address must be listed. If the |
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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
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
2022 California Secretary of State |
bizfileOnline.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) |
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b. Street Address (if agent is not a corporation) - Do not enter a |
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CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. |
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c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b |
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7. Type of Business |
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Describe the type of business or services of the Limited Liability Company |
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8. Chief Executive Officer, if elected or appointed |
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a. First Name |
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b. Address |
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9. Labor Judgment |
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Does any Manager or Member have an outstanding final judgment issued by the |
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Division of Labor Standards Enforcement or a court of law, for which no appeal |
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therefrom is pending, for the violation of any wage order or provision of the Labor Code? |
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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.
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Date |
Type or Print Name |
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Signature |
Print Form
Clear Form
2022 California Secretary of State
bizfileOnline.sos.ca.gov
Form Characteristics
| Fact Name | Fact Description |
|---|---|
| Form Title | The LLC 12 form is officially known as the "Statement of Information" for Limited Liability Companies in California. |
| Submission Frequency | This form must be filed within 90 days of registering the LLC and subsequently every two years. |
| Filing Fee | There is a filing fee of $20.00 associated with submitting the LLC 12 form. |
| Certification Fee | For those who choose to receive certified copies, an optional certification fee of $5.00 applies. |
| Submission Method | For quicker processing, it is recommended to file online at the California Secretary of State's website. |
| Processing Time | Standard processing time is approximately 5 business days from the date the form is received. |
| Service of Process | The form requires the designation of a California agent for service of process, which can be an individual or a corporation. |
| Contact Information | Filing the form requires providing a contact person’s name and optional phone number for correspondence. |
| Governing Law | The LLC 12 form is governed by the California Corporations Code, specifically sections pertaining to Limited Liability Companies. |
Guidelines on Utilizing Llc 12
Filling out the LLC 12 form is an important step in maintaining your Limited Liability Company in California. Be sure to complete all required sections accurately and thoroughly. This will ensure that your submission is processed smoothly and without unnecessary delays.
- Provide Contact Information:
- Complete the "Contact Person" section with your first name, last name, and optional phone number.
- Enter Entity Information:
- Fill in the exact name of your LLC.
- If you have one, include the 12-digit Secretary of State Entity Number.
- Specify the state or country of organization if formed outside of California.
- Fill Out Business Addresses:
- Provide the street address of your principal office. Do not use a P.O. Box.
- Include the city, state, and zip code.
- If there is a different mailing address, enter that as well.
- If the principal office is outside of California, list the street address of your California office.
- List Manager(s) or Member(s):
- Include names and addresses of at least one manager or member.
- For individuals, fill in first name, middle name, last name, and suffix. Leave entity name blank.
- For entities, fill in only the entity name. Leave individual name fields blank.
- Provide Service of Process Information:
- If you are using an individual agent, provide the agent’s full name and California street address.
- If you are using a corporation as an agent, only fill in the name of the registered corporate agent.
- Describe Type of Business:
- Clearly describe the type of business or services your LLC provides.
- Chief Executive Officer Details:
- If applicable, enter the first name, middle name, last name, and suffix of the CEO.
- Provide the address, city, state, and zip code of the CEO’s residence.
- Labor Judgment Query:
- Indicate whether any manager or member has an outstanding judgment related to labor law violations. Select Yes or No.
- Signature Section:
- Sign and date the form to affirm that the information provided is true and correct.
- Print your name and title beneath your signature.
You can now prepare your completed LLC 12 form for submission. Review all entries to ensure accuracy before sending it to the Secretary of State's office. Your attention to detail will help expedite the processing of your filing.
What You Should Know About This Form
What is the purpose of the LLC 12 form?
The LLC 12 form, also known as the Statement of Information, is required for Limited Liability Companies (LLCs) in California. This form serves to update the Secretary of State about key information, including the business address, the management structure, and the registered agent. It establishes transparency by maintaining current data regarding LLCs, which is crucial for both compliance and public record.
How often do I need to file the LLC 12 form?
The LLC 12 form must be submitted within 90 days of the initial registration of your LLC and subsequently every two years. This bi-annual requirement ensures that the information on file remains accurate and up-to-date, reflecting any changes in your business structure or management.
What information do I need to provide in the form?
When completing the LLC 12 form, you'll need to furnish several details: the exact name of the LLC, the 12-digit entity number (if applicable), business addresses, names and addresses of managers or members, and the name of the registered agent for service of process. Additionally, you'll describe the type of business your LLC operates. Each piece of information is essential for the state to keep comprehensive and accurate records.
Is there a fee associated with filing the LLC 12 form?
Yes, there is a filing fee of $20. If you choose to request a certification of the form, there's an optional certification fee of $5. It's important to remember that these fees must be included with your submission, paid in the form of a check or money order made out to the Secretary of State.
Can I file the LLC 12 form online?
Absolutely! For quicker service, submitting the LLC 12 form online is highly encouraged. You can file online through the California Secretary of State’s bizfileOnline platform. Online submissions receive priority over paper filings, helping you expedite the process.
What if I miss the filing deadline for the LLC 12 form?
Failing to file the LLC 12 form by the deadline can lead to penalties and complications. While the exact consequences may vary, you could face delays in business operations or compliance issues. To avoid such pitfalls, it's wise to set reminders and prepare your submission in advance of the due date.
What happens after I submit the LLC 12 form?
Upon submission, the Secretary of State's office typically processes the LLC 12 form within approximately five business days. During this time, your information will be reviewed, and once approved, it becomes part of the public record. You can check the status of your filing and processing times through the Secretary of State's website for updates.
Who should I contact if I have questions about the LLC 12 form?
If you have questions or need assistance with the LLC 12 form, it's best to contact the Business Programs Division of the Secretary of State. They provide resources and support for businesses navigating the filing process. The contact information is typically available on the California Secretary of State’s website.
Common mistakes
When completing the LLC 12 form, mistakes can lead to delays or complications. One common error is not using the exact name of the LLC. The name must match exactly how it was registered in California, including any alternate names. If the name is misspelled or differs in any way, it can cause issues in processing the submission.
Another frequent mistake is failing to provide a valid 12-digit Secretary of State Entity Number. This number is crucial for identifying the LLC in state records. Make sure to enter it accurately; omitting this information can lead to the form being returned or rejected.
Individuals often neglect to include the correct business addresses. Specifically, the principal office street address cannot be a P.O. Box. It’s important to specify the physical location for the LLC’s principal office, as well as any mailing addresses, ensuring that all details are accurate and complete.
Confusion can arise with the section related to managers and members. If no managers are appointed, the form should explicitly state the names and addresses of members instead. Omitting this key information or mistakenly leaving fields blank can delay the filing process.
Another area where errors frequently occur is in the identification of the agent for service of process. The form requires either an individual or a corporation to act as the agent. Not completing the right sections—for instance, filling out Item 6a or 6b when listing a corporate agent—will result in misfiled submissions.
Additionally, when describing the type of business, it is essential to provide a clear and concise description. Vague statements can lead to misunderstandings or requests for clarification from the Secretary of State's office.
Respondents sometimes skip over the section regarding labor judgments. It's crucial to accurately answer whether any manager or member has an outstanding final judgment for violating labor laws. Providing a false or incomplete answer could result in penalties.
Lastly, a common oversight occurs at the bottom of the form, where individuals must sign and date the document. Failing to sign or improperly dating the submission will render it invalid. The affirmation statement is important for legal reasons, so ensure that it is signed by someone with the authority to do so.
Documents used along the form
When managing a Limited Liability Company (LLC) in California, filing the LLC 12 form is just one part of the process. Various other forms and documents often accompany this submission to ensure compliance with state regulations. Understanding these related documents can help streamline operations and maintain good standing with the Secretary of State.
- LLC-1: Articles of Organization - This document is initially filed to create the LLC. It includes basic information like the LLC's name, its purpose, and the designation of the registered agent for service of process.
- LLC-13: Statement of Partnership Authority - If the LLC has members who are also partners in a general partnership, this form is used to declare that partnership authority, which affects how the LLC operates.
- LLC-12A: Supplemental Statement of Information - This document can accompany the LLC 12 form to provide additional details about the LLC, such as changes in management or address updates since the last filing.
- LLC-5: Statement of Information (Limited Liability Company) - Similar to the LLC 12, this form is specifically for newly registered LLCs and outlines initial management details. It must be filed within 90 days of the LLC’s formation.
- LLC-4: Certificate of Cancellation - If an LLC needs to dissolve, this form officially cancels its existence. It includes information on the LLC and must be filed with the Secretary of State.
- Fictitious Business Name Statement - If the LLC operates under a name other than its registered name, this statement must be filed. It provides public notice of the name under which the business will be conducted.
Filing the right forms is essential for maintaining compliance and establishing a strong legal foundation for your LLC. Whether you're adding new members or making changes to the business structure, each document plays a key role in accurately representing your business to the state. Staying organized and proactive with these filings can prevent issues down the line and help facilitate smooth operations.
Similar forms
The LLC-12 form is important for managing business information for limited liability companies in California. It shares similarities with several other key documents. Here are four documents that are comparable to the LLC-12, along with their specific similarities:
- Form LLC-1 (Articles of Organization): This form is used to officially create a limited liability company in California. Like the LLC-12, it requires detailed information about the company, including the name, address, and registered agent information.
- Form LLC-12A (Additional Manager or Member Statement): This document provides information about additional managers or members of the LLC. Similar to the LLC-12, it requires updates on the company's leadership structure to keep state records accurate.
- Form SI-200 (Statement of Information for Corporations): Corporations also must file this form to provide updated information. Like the LLC-12, it is due within a specific timeframe and ensures that the state's records reflect the current status of the business.
- Form LLC-5 (Certificate of Cancellation): This form is used when an LLC wants to dissolve. Though the purpose differs from the LLC-12, both documents serve to inform the state about significant changes in the company's status and organizational structure.
Dos and Don'ts
- Do read the instructions carefully before filling out the LLC 12 form to ensure compliance.
- Do provide accurate information, including the exact name of the LLC as registered.
- Do include all required addresses without using a P.O. Box, as specified in item 4.
- Do list at least one manager or member's name and address to satisfy the requirements.
- Do submit the form within the specified time frame, which is within 90 days of initial registration.
- Don't leave any required fields blank; ensure every item that applies is filled out.
- Don't forget to include the filing fee of $20 and optional certification fees if needed.
- Don't submit the form without a signature; ensure it is signed and dated appropriately.
- Don't provide abbreviated city names; use full city names as per the instructions.
- Don't confuse individual and corporate agent information; complete only the sections applicable to your situation.
Misconceptions
- Misconception 1: The LLC-12 form is only for newly registered LLCs.
- Misconception 2: Filing the LLC-12 form is optional.
- Misconception 3: The filing fee is the same regardless of method of submission.
- Misconception 4: Copy and certification fees are included in the filing fee.
- Misconception 5: You can use a P.O. Box as the business address.
- Misconception 6: You can submit incomplete forms.
- Misconception 7: The form is processed immediately upon submission.
- Misconception 8: The Secretary of State keeps a copy of the cover sheet.
- Misconception 9: It's possible to submit any form of payment for the filing fee.
This form must be filed within 90 days of initial registration and every two years thereafter, not just for new entities.
Filing is mandatory. Failure to submit on time may result in penalties or loss of good standing.
There is a $15 handling fee for in-person submissions, which does not apply to mail submissions.
These fees are optional and must be included separately if desired.
A physical street address is required for the principal office. P.O. Boxes are not acceptable.
All relevant sections must be completed. Missing information can delay processing.
There is a standard processing time of about 5 business days, which may vary.
The cover sheet is treated as correspondence and will not be part of the filed document.
Payments must be made via check or money order specifically payable to the Secretary of State.
Key takeaways
Filling out and using the LLC 12 form is essential for limited liability companies in California. Here are key takeaways to assist in the process:
- Timely Submission: The LLC 12 form must be submitted within 90 days of initial registration and then every two years thereafter. This ensures that your company remains compliant with state regulations.
- Filing Fees: There is a filing fee of $20. Optional certification fees of $5 can also be included if desired. Ensure these fees are included with your submission to avoid processing delays.
- Accurate Information: It is crucial to provide accurate details, such as the exact name of the LLC and the physical address of the principal office. Inaccuracies can lead to rejection of the submission.
- Service of Process: You must designate a California agent for service of process. This agent can be an individual or a corporation but must have a physical address in California.
- Processing Times: Standard processing time for submissions is approximately 5 business days. Online submissions are prioritized, which may expedite the process. For real-time updates on processing times, check the California Secretary of State’s website.
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