California: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

California does have a recurring LLC filing, but it is not called an annual report and it is
not annual. Every LLC — and every out-of-state (foreign) LLC registered to do business in
California — must file a Statement of Information (Form LLC-12) with the Secretary of
State. Corporations Code § 17702.09(a) requires the statement "within 90 days after the
filing of its original articles of organization ... and biennially thereafter." The
"biennially" is the point people miss: for-profit corporations file a statement every year,
but LLCs file only every two years.

Frequency and first report

There are two deadlines to keep straight. The first statement is due within 90 days of
forming the LLC (or, for a foreign LLC, within 90 days of registering). After that, the
recurring statement is due every two years. A newly formed LLC therefore files once
quickly, then settles into the every-other-year rhythm described next.

Due date and filing window

The recurring statement is not due on a single fixed date; it is due within a six-month
window. Section 17702.09(c) defines the "applicable filing period" as "the calendar month
during which its original articles of organization was filed ... and the immediately
preceding five calendar months." So an LLC formed in June has a filing window of January
through June, closing at the end of its June anniversary month. Because the cycle is
biennial, that window comes around in even years if the LLC was registered in an even year,
and odd years if it was registered in an odd year. The Secretary of State sends a reminder
about three months before the window closes, but § 17702.09(c) is explicit that "failure ...
to receive the notice shall not exempt" the LLC from filing — the deadline is yours to track.

Filing office and method

The statement goes to the California Secretary of State, filed online through the
bizfile portal. The Secretary of State's own forms page lists the LLC Statement of
Information as "Online Only," and § 17702.09(a) requires it "on a form prescribed by the
Secretary of State" (Form LLC-12, or Form LLC-12NC for a no-change filing).

Required information

Section 17702.09(a) lists what the statement must contain: the LLC's name and Secretary of
State file number; the agent for service of process and its address; the principal-office
street address and a mailing address; the names and addresses of the managers and chief
executive officer or, if the LLC has no managers, of each member; optionally an email
address to receive state notices; the general type of business ("manufacturer of aircraft,
wholesale liquor distributor, or retail department store" are the statute's own examples);
and a wage-and-hour disclosure — whether any manager or member has an unappealed final
judgment from the Labor Commissioner or a court for violating a wage order or the Labor Code.
If nothing has changed since the last complete statement, § 17702.09(b) lets the LLC file a
short no-change confirmation (Form LLC-12NC) instead of a full statement.

Filing fee and related charges

The fee is $20, the same whether or not any information changed (California Secretary of
State fee schedule, as of July 16, 2026). A separate, voluntary statement filed mid-cycle
only to update information — for example, a new address — carries no fee. Keep this $20
report fee separate in your mind from California's franchise-tax obligations: the annual
minimum tax and any income-based LLC fee are administered by the Franchise Tax Board under
the Revenue and Taxation Code and are not part of the Statement of Information.

Late fee and delinquency

There is no daily late fee, but the delinquency path has real teeth. Under § 17713.09(a),
when an LLC misses the statement the Secretary of State mails a notice of delinquency. If
the LLC still has not filed within 60 days, the Secretary of State certifies the LLC's
name to the Franchise Tax Board, which then assesses the $250 penalty set by Revenue and
Taxation Code § 19141 (§ 17713.09(b)). The Secretary of State can waive that penalty for
"reasonable cause or unusual circumstances that justify" the late filing (§ 17713.09(f)).

Dissolution, reinstatement, and cure

Missing a Statement of Information does not, by itself, dissolve or cancel a California LLC —
the state does not administratively dissolve LLCs for a late statement the way fixed-window
states cancel delinquent filers. The cure is simply to file the overdue statement. If the
LLC files it (or pays the fee) before the 60-day notice period expires, § 17713.09(e)
directs the Secretary of State to decertify the name and the Franchise Tax Board to abate the
penalty. A different problem — unpaid franchise tax — is what actually costs an LLC its
standing: the Franchise Tax Board can suspend an LLC's "powers, rights, and privileges" under
Revenue and Taxation Code § 23301, which § 17713.09(d) cross-references, and a suspended LLC
gets back to active status through the Franchise Tax Board, not by filing the report alone.

What trips people up

• "California LLCs file an annual report." They do not. The LLC Statement of Information
  is due every two years (§ 17702.09(a)); only corporations file it annually. Calendaring
  it yearly wastes a filing; calendaring it every three or four years risks a delinquency.
• Waiting for the reminder postcard. The Secretary of State does send a reminder, but the
  duty to file does not depend on receiving it — § 17702.09(c) says a failure to receive the
  notice "shall not exempt" you. Track your own six-month window.
• Confusing the $20 report with the $800 tax. The Statement of Information ($20, Secretary
  of State) and the franchise tax (Franchise Tax Board) are two different obligations to two
  different agencies. Paying one does not satisfy the other, and it is unpaid tax — not a late
  statement — that leads to suspension under Rev. & Tax. Code § 23301.
• Assuming a missed statement dissolved the LLC. A late Statement of Information triggers
  a $250 penalty, not dissolution (§ 17713.09). If your LLC has actually been suspended, look
  to the Franchise Tax Board and unpaid tax, not to the statement.

Common questions

How soon after forming my California LLC do I file the first Statement of Information?
Within 90 days of the date your articles of organization are filed (§ 17702.09(a)). After
that first filing, the statement is due every two years in your registration-month window.

Do I have to pay the $20 again if nothing about my LLC changed?
Yes for the biennial filing — the $20 applies to the required statement whether or not
anything changed, and you can use the short no-change form (LLC-12NC) under § 17702.09(b). A
purely voluntary mid-cycle update is what is free.

What is the penalty if I file late, and can it be removed?
If you do not file within 60 days of the Secretary of State's delinquency notice, the
Franchise Tax Board assesses a $250 penalty (§ 17713.09(b); Rev. & Tax. Code § 19141). The
Secretary of State may waive it for reasonable cause, and filing the statement within the
60-day window heads it off entirely (§ 17713.09(e)–(f)).

Was my LLC dissolved because I forgot a Statement of Information?
Almost certainly not — a missed statement brings a penalty, not dissolution. A California LLC
that has lost its rights has usually been suspended by the Franchise Tax Board for unpaid
tax under Rev. & Tax. Code § 23301, a separate problem resolved through the Franchise Tax
Board.

Statutes and sources

• Cal. Corp. Code § 17702.09 — biennial Statement of Information: 90-day first filing,
  every-two-years cadence, six-month registration-month window, required contents, no-change
  option, and reminder notice.
  https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=17702.09.&nodeTreePath=4.2&lawCode=CORP (accessed 2026-07-16)
• Cal. Corp. Code § 17713.09 — delinquency notice, 60-day cure, certification to the
  Franchise Tax Board, $250 penalty, decertification/abatement, and penalty waiver.
  https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=17713.09.&lawCode=CORP (accessed 2026-07-16)
• California Secretary of State — Limited Liability Companies, Statement of Information —
  official fee schedule and filing method: due within 90 days of registration and every two
  years, Online Only, $20.00.
  https://www.sos.ca.gov/business-programs/business-entities/forms/limited-liability-companies-statement-information (accessed 2026-07-16)