Previously, I wrote about the Cost-Benefit Analysis that goes into form a Limited Liability Company (LLC) in California. My guess is that way back in the day, forming an LLC — or any kind of legal entity for a business, for that matter — was really involved. Lawyers were needed to fill out and file all sorts of forms. As a result, this was something only the rich could afford.
Things have changed. Nowadays, a simple Google search will lead you to several companies that will help you form an LLC or any other kind of entity in whatever state you choose in a few minutes for a small fee. Like with many things in life, this is a mixed bag. On the one hand, starting a business using an LLC is now easier and available to more people. On the other hand, though, more and more people are starting entities like LLCs for the first-time and making all sorts of mistakes.
One of these mistakes is believing incorrectly that an LLC can represent itself. In 2020, I wrote this post about how any sort of corporation can only be represented in California by an attorney.
In today’s post, I’m going to go over another common mistake that people forming LLCs and other entities in California for the first-time often make, namely the Statement of Information form.
In the recent past, the California Secretary of State put out an actual PDF form called a Statement of Information. That form is gone and the info instead has to be submitted via the California Secretary of State’s website. Regardless, though, the purpose or intent is the same. Just like with an individual, an entity’s biographical information might naturally change over the course of time. For instance, the entity moves offices and its mailing address changes. The entity’s Agent for Service of legal Process might change and that update needs to be relayed to the California Secretary of State.
Timing of the Statement of Information
As far as timing goes, the general rule of thumb is that the Statement of Information has to filed or submitted within 90 calendar days of forming the entity. After that, the Statement of Information has to get filed or submitted periodically as well. As always, this is just a general statement. You need to absolutely check the requirements for your particular type of entity. This is especially true if you are outside of California.
The relevant California authority for when to file or submit a Statement of Information for a Limited Liability Company is Section 17702.09(a) of the California Corporations Code. This states (emphasis added):
“Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall deliver to the Secretary of State for filing within 90 days after the filing of its original articles of organization or registering to transact intrastate business and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement of information containing:”
Section 17702.09(a) also indicates that the Statement of Information needs to be filed or submitted biennially after that or, in other words, every 2 years.
If you have a C corporation instead, the analogous California authority that applies is Section 1502 of the California Corporations Code. This states (emphasis added):
“Every corporation shall file, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing all of the following:”
Unlike with Limited Liability Companies, C corporations have to file or submit their Statement of Information every year and not every 2 years.
There are additional rules about when the annual or biennial filing or submission of the Statement of Information needs to be done. As with many items of a legal nature, there is not a simple rule, such as “File/submit the Statement of Information on the anniversary date of when you first formed your LLC or C Corporation”. Instead of a single due date, there is a window of time within which the Statement of Information has to be completed. To add even further complication to this, the window of time varies depending on which month of the calendar year your entity was formed.
Rather than describe here from scratch, the California Secretary of State has put together a handy table on their website here.
As with all of my other posts, this one was meant as a quick survey of what a Statement of Information is in California and what the law requires in terms of its contents, due dates, etc. If you have a situation or case dealing with a Statement of Information, absolutely do your own research to make sure that you comply with all applicable legal requirements. Hopefully the links I have included in this post can give you a starting point for your research .
Good luck.
Andy Chen
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