California LLC Annual Report (Statement of Information): Filing Guide
If you searched for the california llc annual report, you are looking for the Statement of Information (SOI), filed on Form LLC-12. California does not have a separate annual report for LLCs. The SOI is the closest equivalent: it tells the Secretary of State who manages your LLC, where it is located, and who can accept legal papers on its behalf. It costs $20 and is filed every two years, not every year. It is not a tax.
This guide covers what the SOI contains, when it is due, how to file it, what happens if you miss the deadline, how to request a penalty waiver, and how suspension works.
What the Statement of Information Is
The Statement of Information is a filing with the California Secretary of State, Business Programs Division. The Secretary of State keeps it on the public record, so anyone searching your LLC on Business Search can see its current contact details and management structure. Keeping the SOI current keeps your LLC active on the state's records.
The SOI does not replace your Articles of Organization (Form LLC-1, $70). The articles create the LLC. The SOI updates the information the state holds about it after formation.
California Statement of Information Due Date
Your first SOI is due within 90 days after you file your Articles of Organization. If you register a foreign LLC (one formed in another state) to do business in California, the 90 days run from the date it registers. After that first filing, the SOI is due every two years. Whether a given filing falls in an odd or even year depends on the year your LLC was formed.
You file during a six-month window that ends on the last day of your LLC's anniversary month, which is the month it was formed. Use the table below to find your window.
| Formation month | Filing window |
|---|---|
| January | August through January |
| February | September through February |
| March | October through March |
| April | November through April |
| May | December through May |
| June | January through June |
| July | February through July |
| August | March through August |
| September | April through September |
| October | May through October |
| November | June through November |
| December | July through December |
Example: an LLC formed in March 2025 files its first SOI within 90 days of its articles. Its next biennial window runs from October 2026 through March 2027, and the one after that runs from October 2028 through March 2029. The filing window is when you are allowed to file, and the deadline is the end of that window. Do not wait for the last week. Confirm your exact due date on Business Search, which shows the date of your most recent filing.
What the Statement Contains
Under Corporations Code 17702.09, the Statement of Information includes the following:
- The LLC name and its California file number
- The agent for service of process. An individual agent must reside in California and must be named with a California address. A corporate agent holding a Corporations Code 1505 certificate is listed by name only, with no address.
- The principal office street address
- A mailing address, if it differs from the principal office
- The name and business or residence address of each manager and any chief executive officer. If the LLC has no manager, list each member instead.
- An optional email address for state notices
- The general type of business
- A statement whether any manager or member, as applicable, has an outstanding final labor judgment
Manager-managed and member-managed LLCs list different people. A manager-managed LLC lists its managers and any chief executive officer, not every member. A member-managed LLC lists each member. Check the structure in your operating agreement before you fill out the form.
If your LLC has more than one manager or member, attach Form LLC-12A to list the rest.
How to File Form LLC-12 in California
File online through bizfile Online. It is the fastest route. The Secretary of State says online filings are processed in about 5 business days or less. Paper filing is still available: you can complete the PDF Form LLC-12 and mail it or drop it off, but paper filings take 10 or more business days to process.
Web User Access requirement effective August 1, 2026
Starting August 1, 2026, you need web User Access to file a Statement of Information online. The online filing option appears only for users who have established access, and you request access inside the bizfile Online portal. Request it before your filing window opens so a missing permission does not delay you near the deadline.
Step-by-step filing process
- Search your LLC on Business Search at https://bizfileonline.sos.ca.gov/search/business. Confirm it is active and note the date of your last filing.
- Log in to bizfile Online at https://bizfileonline.sos.ca.gov/ and request web User Access if you do not already have it.
- Enter the contents listed above. Confirm that your agent for service of process is still valid and willing to serve.
- Pay the $20 fee and submit the filing.
- Save the confirmation and check Business Search after processing to confirm the new filing date.
Updating Information Between Filings
You can file an updated Statement of Information any time information changes between regular filings, such as a new manager, a new mailing address, or a new agent. A new Statement of Information is required if your agent resigns or the agent becomes invalid. Confirm the fee for an update on the Secretary of State website instead of assuming it matches the $20 biennial fee.
California Statement of Information Fee
The fee for an LLC Statement of Information is $20. It is paid to the Secretary of State and is separate from the Franchise Tax Board's taxes and fees covered below. A paper filing carries the same fee, but it takes longer to process, so online filing remains the practical choice.
California Statement of Information Penalty Waiver and Late Penalties
If you miss the deadline, the penalty process works in this order:
- The Secretary of State sends a notice of delinquency and allows 60 more days to file.
- If the Statement of Information is still not filed, the Secretary of State notifies the Franchise Tax Board.
- The Franchise Tax Board assesses and collects a $250 penalty.
Not receiving a reminder does not excuse a late filing. The state's notices are a courtesy in some cases, not a condition of your obligation. Keep your own calendar with the window dates from the table above.
The Secretary of State accepts a penalty waiver request. The request must state the specific reasons you did not file on time. A current Statement of Information must already be on file before the Secretary of State will consider the request. A waiver is a request, not a right, so do not plan your budget around getting one. Confirm the current waiver procedure on the Secretary of State website before you submit, because the process can change.
Suspension for Missing the Statement of Information
The Secretary of State can suspend an LLC for failing to file its Statement of Information. The Franchise Tax Board can suspend an LLC for tax failures. Either way, a suspended LLC loses its powers, rights and privileges, including the use of its name.
Revival depends on which agency suspended the LLC. To revive an LLC suspended by the Secretary of State, file a current Statement of Information. If the Franchise Tax Board suspended the LLC, the process includes an Application for Certificate of Revivor (Form FTB 3557). Confirm the current steps with the agency that suspended your LLC before you start, because the revival path depends on the reason for the suspension.
Do Not Confuse the Statement of Information With the Franchise Tax
The Statement of Information and the franchise tax are separate obligations paid to separate agencies. The Statement of Information goes to the Secretary of State. The $800 minimum franchise tax goes to the Franchise Tax Board.
Every LLC organized or registered in California in 2024 through 2026 owes the $800 minimum franchise tax from its first year. The first-year exemption covered only LLCs formed from 2021 through 2023. An LLC whose first taxable year begins in 2027, 2028 or 2029 pays $400 in year one under RTC 17941(g)(2), so confirm that amount with the Franchise Tax Board. The LLC fee of $900, $2,500, $6,000 or $11,790 applies once California-source total income reaches $250,000, $500,000, $1,000,000 or $5,000,000, respectively.
Corporations Follow a Different Schedule
A stock corporation files its Statement of Information (Form SI-550) within 90 days after filing its Articles of Incorporation, then files every year. The fee is $25 each time, and the same $250 penalty applies. Corporations do not use the two-year LLC window, so do not apply the table above to a corporation.
Official Resources
- California Secretary of State, Business Programs Division: https://www.sos.ca.gov/business-programs
- bizfile Online filing portal: https://bizfileonline.sos.ca.gov/
- Business Search: https://bizfileonline.sos.ca.gov/search/business
- California Small Business Development Center network: https://californiasbdc.org/
When to Get Professional Help
A Statement of Information is a straightforward filing for most single-owner LLCs. Get help from a qualified California attorney or CPA if your LLC has several managers or members with unclear roles, a suspension notice, a missed penalty that you want to contest, or any tax question involving the franchise tax or LLC fee.
Disclaimer: This guide is informational content, not legal or tax advice. Filing rules, fees and deadlines can change, so confirm each figure with the agency named before you file. For complex ownership, multistate operations, or tax questions, consult a qualified California attorney or CPA.