As the year comes to a close, here is a helpful reminder for you as a professional or business owner.
Did You File Your Statement of Information Yet?
California law requires all corporations, limited liability companies (LLCs) and common interest development associations to update the records of the California Secretary of State either every year or every two years based on year of registration by filing a statement.
A Statement of Information must be filed either (1) every year for stock, cooperative, credit union, and all foreign corporations or (2) every two years (only in odd years or only in even years based on year of initial registration) for domestic nonprofit corporations and all limited liability companies. A Statement of Information also must be filed if the name and/or address of the agent for service of process changes or the agent resigns. It is also important to file a statement when the entity’s address information changes.
No One Told Me I Had To
It is a business entity's statutory responsibility to submit a statement. Nevertheless, the Secretary of State mails a reminder postcard to the business entity's address of record approximately three months prior to the date its filing is due. If the business entity then fails to file the required statement, it is provided a notice of delinquency and an additional 60 days in which to file.
As such, it is important to keep the entity's address information up to date with the Secretary of State to ensure notices are received. And one does that by… yep, you guessed it, filing their annual or biennial statement of information.
The required Statement of Information for most corporations and LLCs can be submitted and paid for electronically and is generally processed in one (1) business day.
Statements for common interest developments must be submitted on paper, by mail or in person (drop off), at this time. They should be directed to the Secretary of State’s office in Sacramento, either by mail or dropped off in person.
What if I don't?
There are potential consequences. Specifically, penalties are assessed by the Franchise Tax Board when a business entity has not filed the required Statement of Information with the Secretary of State’s office. If the statement has not been filed timely, the entity is provided a notice of delinquency, and after 60 days from that notice, if no statement has been filed, the Secretary of State’s office notifies the Franchise Tax Board, who assesses and collects the penalty.
Furthermore, a business entity's powers, rights and privileges, which include the right to use the entity's name in California, can be suspended or forfeited in California by the Secretary of State for failure to file a Statement of Information.
So, do. And if you need assistance, please feel free to contact our office. We can address late filings and sign on as your counsel of record to ensure timely filings moving forward.
All Filings are Public Information
Please keep in mind that filings and information contained in filings you submit to the Secretary of State are a public record. This includies names, phone numbers, email addresses, and mailing and street addresses. The public can view information and download documents contained in the Secretary of State’s electronic records using digital search tools and information posted on the Secretary of State’s website. PDF copies of imaged business entity documents, including Statements of Information are available for free on the Secretary of State's Business Search. Also, please note that individuals and private companies use this public information to create third party access to these records.
To avoid issues related to identity theft you should avoid using and submitting confidential information in public filings unless specifically required by statute.