How to File a Statement of Information in California

A statement of information keeps the California Secretary of State (SOS) and the general public updated on essential information pertaining to your business. Filing these statements is not only a state requirement, but also benefits your business.

When you open a business bank account or apply for a business license, state agencies and financial institutions will likely reference your statement of information records when processing your application. California, like all states, has its own rules and regulations for how to correctly file these statements. 

What is a statement of information?

A statement of information is California’s name for an annual report. Every legal entity must file this document to update the California Secretary of State on essential information about their business.

The SOS requires newly formed businesses to file an initial statement within the first 90 days of registering. After that, you need to periodically update this information annually or biannually (depending on your business structure) by filing a new statement with the Secretary of State's office.

What information must a California statement of information contain?

The type of information you'll provide in your statement varies slightly by business structure.

Statement of information requirements for corporations

A California corporation must include the following information:

• Business name, mailing address, and entity number
• State in which the business was formed
• Filing type, e.g., "stock corporation"
• Name and address of one senior officer
• Names and address of each director
• Name and address of the agent for service of process (the business' registered agent)
• Nature of business
• Email address
• Statement on whether or not an officer or director has outstanding judgements for violating a wage order or provision of the California Labor Code
• Signature(s)

Note that corporations can only file online through the Secretary of State website.

Statement of information requirements for LLCs

A limited liability company (LLC) statement must provide the following information:

• Business name, mailing address, and entity number
• State in which the business was formed
• Names and mailing addresses of manager(s) or
• Names and mailing addresses of member(s)
• Name and address of the agent for service of process (registered agent)
• Nature of business
• Name and address of chief executive officer, if elected
• Statement on whether a member or manager has outstanding judgments for violating a wage order or provision of the California Labor Code
• Signature(s)

Who qualifies as a senior officer?

A senior officer is any high-ranking executive within a company who oversees a corporation’s daily operations. They lead individual departments. For example, the chief executive officer, president, vice president, chief financial officer, and chief information officer are all common senior officer positions.

Who qualifies as a director?

While senior officers are responsible for daily business operations, directors are responsible for a corporation's larger financial picture and business investments. They set policies and communicate with officers on behalf of shareholders. Director positions include the managing director, chairman, or co-chairman.

How to file your California statement of information in 3 steps

How you file a statement of information in CA varies slightly depending on your business structure. That said, there are three essential steps every qualified entity must take. 

Step 1: Gather the necessary information

You must provide the above listed information about your business, according to SOS regulations. For example, you must include a business-type indicator, such as "LLC" or "inc." when stating your business name. Make sure to first thoroughly read the filing instructions before gathering the above information.

Step 2: Fill out an online or paper form

To file a statement of information in CA, make an account with bizfile, the California Secretary of State's online filling portal. Search for your entity through the business search page, select the name of your business, click "File Statement of Information,” and fill in the required fields.

Step 3: Complete and submit your report

Once you've filled out the online statement, sign it and pay the filing fee to officially submit your report. Note that you don't need to pay a filing fee if you're simply updating information about your business outside of the annual or biannual filing times. 

How to file a statement of information with LegalZoom

To file a statement of information through LegalZoom, you simply need to answer some questions about your business to help us gather the required information and fill out the statement for you. Once the SOS has processed your paperwork, we'll send you the documentation digitally or in the mail. 

How much does it cost to file a statement of information in California?

The fee to file a statement of information in California is $25 for for-profit domestic and foreign corporations and $20 for LLCs and nonprofit corporations.

When is the deadline to submit a California statement of information?

In California, statements have a different timeline depending on the business entity. Limited liability companies (LLC) and nonprofit corporations file a statement of information every two years, while private and publicly traded corporations file every year. Whether annually or biannually, the deadline to file is always the last day of the anniversary month of when you initially registered your business. 

This means that a corporation that initially registered in January must file their statement of information every year by January 31. An LLC that registered in January must file every other year by January 31.

What are the penalties for not filing a statement of information in California?

If your business fails to file a statement of information by its deadline, you'll receive a notice of delinquency with an additional 60 days to file your report. If you still haven't filed within that time, the SOS will notice the Franchise Tax Board, who'll send you a $250 penalty as a for-profit business or a $50 penalty as a nonprofit.

Do all business entities need to file a statement of information in California?

Only corporations and limited liability companies need to file a statement of information in California. Partnerships and limited partnerships are exempt.

What is the California state franchise tax?

California's franchise tax is an annual business tax imposed by the state for the privilege of doing business in CA. Any business type that offers limited liability—such as an LLC, corporation, or limited partnerships (LP)—is subject to this tax annual franchise tax. The cost of this tax is generally $800 per year. 

FAQs

Can you submit a statement of information early?

Yes. You can submit your statement of information at any time within your business’ filing period, which is six months, ending on the last day of your month of formation. 

How can you pay the California franchise tax?

Pay the California franchise tax through the State of California Franchise Tax Board’s website, either through a direct bank transfer, their Web Pay service, or by credit card. 

Can you file a statement of information by mail?

No, you can no longer file a paper statement of information by mail. The SOS requires you to submit all statements online through their bizfile portal. 

Do nonprofits need to file a statement of information in California?

Yes, even nonprofit corporations must file a statement of information in California.