California Statement of Information: What It Is and How to File

California Statement of Information: What It Is and How to File

Most business owners first hear about the California Statement of Information when a reminder notice arrives, or when an official-looking mailer asks for far more than the state charges. The filing itself is short, but it carries real consequences. A missed or inaccurate Statement of Information can lead to penalties, suspension, and, in a lawsuit, a company that never learns it has been sued.

Filing correctly comes down to knowing which form your entity uses, when your filing window opens, and what changed since your last statement. If a missed filing, a suspension, or an outdated agent address has already created a legal problem for your company, the Law Office of Parag L. Amin, P.C. (LawPLA) can review where your business stands in a confidential consultation.

Know Your Filing Obligations

Every business doing business in California should have these core filing rules on its radar.

• Stock corporations file a Statement of Information within 90 days of filing their articles and every year after that, using Form SI-550.
• LLCs file within 90 days of registration and every two years after that, using Form LLC-12, and nonprofit corporations also file every two years.
• Each periodic filing is due during a six-month window that ends with the month the entity was originally formed or registered.
• The Secretary of State began requiring online User Access for Statement of Information filings in August 2026.
• An entity that does not file can face a $250 penalty, and a long-delinquent entity can have its powers suspended.

What the Statement of Information Does

A California Statement of Information is a public report that tells the Secretary of State who runs a business entity, where it is located, and who will accept legal papers on its behalf. The state uses it to keep the public record current between formation and dissolution. Because the information is public, customers, lenders, opposing parties, and courts all rely on it.

Why California Requires the Filing

Articles of incorporation and articles of organization show who formed a company, not who runs it years later. Officers change, offices move, and agents for service of process resign. The Statement of Information closes that gap by requiring a fresh report on a regular schedule.

For corporations, Corporations Code section 1502 sets out the requirement and the required contents. For LLCs, Corporations Code section 17702.09 sets out the parallel rules. Both statutes make the filing a continuing obligation for as long as the entity remains active on the state's records.

How It Differs From Other State Filings

The Statement of Information is a Secretary of State filing, entirely separate from the tax returns and franchise tax payments that go to the Franchise Tax Board (FTB). Filing one does not satisfy the other. Owners sometimes assume their accountant's tax filings cover everything, then learn months later that the Statement of Information was never filed.

The statement also differs from an amendment to the articles. Changing a company's name or ownership structure usually requires a separate filing, while the Statement of Information reports current officers, managers, addresses, and the agent.

Who Relies on the Public Record

Lenders check the record before approving credit, landlords check it before signing commercial leases, and plaintiffs check it before serving a lawsuit. Courts and opposing parties may also rely on it when deciding who had authority to act for the company. An accurate statement protects the business in each of those moments.

Who Must File a Statement of Information in California?

Most registered business entities in California must file a Statement of Information, including entities formed in other states that are registered to do business here. The requirement follows the entity's registration with the Secretary of State. If the company appears as active on the state's records, it generally must keep its statement current.

Entities That Must File

The filing obligation applies to the entities most small and mid-sized businesses use:

• Domestic stock corporations formed in California
• Nonprofit corporations formed in California
• Domestic limited liability companies
• Out-of-state corporations registered to transact intrastate business in California
• Out-of-state LLCs registered with the Secretary of State

If you are unsure which category your company falls into, the entity's original formation or registration documents and its record on bizfile Online will show its type. That type controls which form you file and how often.

Businesses That Generally Do Not File

Sole proprietors and general partnerships that never registered with the Secretary of State do not file this statement, because there is no entity record to update. They may have other local obligations, such as fictitious business name filings with the county, but those are separate requirements. Owners deciding how to structure a new venture can weigh these ongoing filing duties as part of choosing which business entity is right for them.

Nonprofit Corporations

Nonprofit corporations formed in California file the Statement of Information every two years using Form SI-100, with a $20 fee listed on the Secretary of State's form page. Nonprofits that also operate as common interest developments may use a combined form that includes the separate common interest development statement. The FTB's Publication 1138 lists a $50 penalty for domestic nonprofit corporations that fail to file.

Why Nonprofits Fall Behind

Volunteer boards and officer turnover make nonprofits especially prone to outdated statements. A board member who handled filings may leave without passing on the responsibility. Assigning the filing to a specific officer and noting the filing window in board minutes helps keep the organization current.

Foreign Entities Registered in California

Corporations and LLCs formed in other states but registered to do business in California also file Statements of Information. Foreign corporations follow Corporations Code section 2117, which ties their filing to the California rules for domestic corporations. Foreign LLCs file under the LLC statutes.

Why Out-of-State Companies Miss This Filing

Out-of-state companies often focus on their home state's annual report and overlook California's separate requirement. Their California agent may be a commercial registered agent that forwards notices, but that forwarding only works if the record is current. A company with a California presence that lets its statement lapse can face the same penalties and suspension risk as a domestic entity.

When Is the California Statement of Information Due?

The first Statement of Information is due within 90 days after the entity files its formation or registration documents. After that, corporations file every year, and LLCs and nonprofit corporations file every two years, each during a set filing window. The table below shows the schedule and fees listed on the Secretary of State's form pages.

Entity type	Form	First filing	Ongoing filing	Filing fee
Stock corporation	SI-550	Within 90 days of filing articles	Every year	25
Nonprofitcorporation	SI-100	Within90daysoffilingarticles	Everytwoyears	20
Limited liability company	LLC-12	Within 90 days of registration	Every two years	$20

The Secretary of State publishes these fees and frequencies for corporation filings and LLC filings. Fees can change, so it is worth confirming the current amount when you file.

How the Applicable Filing Period Works

Each periodic filing is due during the entity's "applicable filing period." Under section 1502, that period is the calendar month in which the original articles were filed plus the five months before it. The Secretary of State's guidance on Statement of Information filing periods uses the same six-month approach.

For example, a corporation formed in March has a filing window running from October through March. An LLC formed in March files during the same months, but only every other year. Filing early in the window gives you time to fix a rejected submission before the deadline passes.

Reminder Notices Are a Courtesy, Not a Requirement

The Secretary of State sends compliance notices before the filing period closes, but section 1502 makes clear that not receiving a notice does not excuse a missed filing. Notices go to the mailing address or email on record. If that address is outdated, the reminders go nowhere, which is one reason outdated statements tend to snowball.

The First Statement After Formation

The first Statement of Information is due within 90 days after a corporation files its articles or an LLC files its articles of organization. This initial filing is easy to miss because it comes so soon after formation, when owners are focused on opening bank accounts, signing leases, and landing customers. Some formation services file the articles but leave the statement to the owners.

Why the Initial Filing Sets the Tone

The initial statement establishes the record that lenders, landlords, and customers will check during the company's first months. Filing it on time also starts the periodic schedule cleanly, so the owners know exactly when the next filing window opens. A company that misses the initial filing may receive a delinquency notice before it has even settled into its first office.

What Information Goes on the Statement of Information?

The Statement of Information asks for the entity's identifying details, its leadership, its addresses, its agent for service of process, and a short description of its business. Corporations and LLCs answer slightly different questions. Every filer must certify that the information is true and correct.

Information Corporations Must Provide

Section 1502 lists what a corporation's statement must include:

• The corporation's name and Secretary of State file number
• Names and business or residence addresses of the directors, and the number of board vacancies
• Names and addresses of the chief executive officer, secretary, and chief financial officer
• The street address of the principal executive office, plus a mailing address if different
• A California business address if the principal executive office is outside the state
• The agent for service of process and, for an individual agent, a street address
• A general description of the type of business
• A statement about whether any officer or director has an outstanding final judgment for violating a wage order or certain Labor Code provisions

Corporations may also provide an email address to receive Secretary of State notices electronically. That option can reduce the chance of missing a reminder after an office move.

Information LLCs Must Provide

The LLC version follows the same idea with a different leadership structure. An LLC lists its name and file number, its principal office and mailing addresses, its managers or, if it has none, its members, any chief executive officer, its agent for service of process, and the type of business. LLCs with more than one manager or member use the LLC-12A attachment to list them.

Choosing an Agent for Service of Process

The agent for service of process is the person or company authorized to accept lawsuits and other legal papers for the entity. A corporation's agent must be either a California resident or a corporation that has registered as an agent under Corporations Code section 1505. Owners often name themselves, which works only if they will reliably be at the listed address during business hours.

Who Should Be Listed as Officers, Managers, or Members?

The people listed on a Statement of Information should be the ones who actually hold those roles on the date of filing. For corporations, that means the current directors, chief executive officer, secretary, and chief financial officer. For LLCs, it means the current managers or, if the LLC has no managers, its members, plus any chief executive officer.

Why Accuracy Matters

The filer certifies that the information is true and correct, and the statement becomes part of the public record. Listing someone who has resigned, or leaving off someone who now holds a role, can confuse lenders, customers, and courts about who has authority to act for the company. In closely held businesses, those questions can turn into disputes and increase the cost of resolving a business dispute.

When Owners Disagree About Who Holds a Role

Sometimes the people who run a company disagree about who its officers or managers are. One owner may file a statement removing another from the record, or listing themselves in a role the other side disputes. A Statement of Information reports information, but it does not by itself change who holds an office under the bylaws or operating agreement. In these situations, successfully handling business disputes in California may require reviewing the company's governing documents and clarifying each person's authority.

When a filing reflects a contested change in control, the governing documents, minutes, and written consents usually decide who actually holds the role. Owners facing that situation should preserve those documents and get advice before filing a competing statement, because a back-and-forth on the public record can escalate an internal disagreement.

How to File a Statement of Information in California

Most businesses file the Statement of Information online through bizfile Online, the Secretary of State's filing portal. Online filings are generally processed faster than mailed forms, and the portal shows the information already on record. The steps below outline the typical online process.

1. Confirm your entity type and file number: Look up your company on bizfile Online and note its exact name, entity type, and Secretary of State file number.
2. Set up User Access: Make sure the person filing has User Access for the entity, which the Secretary of State now requires for online Statement of Information filings.
3. Gather current information: Collect the names and addresses of current officers, directors, managers, or members, along with the principal office and agent details.
4. Review the existing record: Compare what the state shows against your current information and note every change.
5. Complete the statement: Enter the updated information, including the business description and any required disclosures.
6. Certify and pay: Review the statement for accuracy, certify it, and pay the filing fee.
7. Save confirmation: Download or save the filed statement and payment receipt for your records.

Keeping the filed statement with the company's minute book or LLC records makes it easy to show compliance to a lender, buyer, or court. It also gives you a baseline to compare against the next time you file.

The User Access Requirement

The Secretary of State's bizfile Online guidance explains that, effective August 1, 2026, web User Access is required for Statement of Information filings. The option to file the statement online appears only for users who have access established for that entity. The Secretary of State describes User Access as a way for an entity to control who can submit filings on its behalf.

This change matters for companies that rely on an accountant, office manager, or outside service to file. Those filers need access before the deadline, not on the last day of the window. Building in time to request and confirm access helps avoid a late filing caused by a login problem.

Filing by Mail

Paper forms remain available on the Secretary of State's website. Mailed filings take longer to process, and an error can lead to a rejection that arrives after the filing period has closed. Owners who mail their statements should do so early in the window and keep proof of mailing.

How Long Does Processing Take?

Online Statement of Information filings are generally processed faster than paper filings. The Secretary of State's corporation forms guidance describes online filing turnaround as five days or less and mailed PDF forms as 10 or more days. Processing times can change with filing volume, so owners should not count on same-day results near the end of a filing period.

Planning Around Transactions

Processing time matters most when a company needs proof of good standing for a loan, a sale, a lease, or a lawsuit. Lenders and buyers often check the Secretary of State record before closing. Filing early in the window, and again promptly after any leadership change, keeps the record ready when a third party looks.

How Much Does It Cost, and How Do You Avoid Overpaying?

The state's fee for a Statement of Information is $25 for stock corporations and $20 for LLCs and nonprofit corporations, as listed on the Secretary of State's form pages. The fee is the same whether you file early or on the last day of the window. Penalties, not higher fees, are the cost of filing late.

Watch for Misleading Solicitations

Businesses regularly receive mailers that look like official government notices and offer to file the Statement of Information for a much larger fee. The Secretary of State's customer alerts warn that these solicitations use official-looking forms and charge nearly 10 times the required filing fee. Paying one of these services is not illegal, but it is unnecessary for most businesses.

A simple habit prevents most problems: file directly through bizfile Online or the Secretary of State's forms, and treat any mailer that asks you to pay a private company as optional. If a notice looks suspicious, check the sender against the official Secretary of State website before paying.

Statement of Information Checklist Before You File

A short review before each filing helps avoid rejections, penalties, and inaccurate public records. Before submitting a Statement of Information, it is worth confirming each of the following:

• The entity's exact name, type, and Secretary of State file number
• The current officers, directors, managers, or members and their addresses
• The principal office and mailing addresses
• The agent for service of process and, for an individual agent, a working street address
• A current email address for Secretary of State notices
• User Access for whoever will submit the filing
• The correct filing fee and a payment method that will not be declined

Keeping this checklist with the company's records makes each future filing faster. It also creates a consistent process if responsibility for the filing passes from one person to another.

When Should You File an Updated Statement Between Deadlines?

You should file an updated Statement of Information whenever the information on record changes, even if your next periodic filing is months away. The Secretary of State advises that an updated statement should be filed any time information changes between statutory filing periods. A current statement keeps legal papers, notices, and lenders' searches pointed at the right people.

Changes That Call for an Update

Common changes that justify a new filing include:

• A new chief executive officer, secretary, chief financial officer, or director
• A manager or member joining or leaving an LLC
• A move to a new principal office or mailing address
• A new agent for service of process or a change in the agent's address

Under section 1502, a corporation that changes its agent or the agent's address must file a complete current statement, not a partial update. Each new statement replaces the one before it, so the most recent filing controls.

When Nothing Has Changed

Section 1502 also allows a corporation whose information has not changed to tell the Secretary of State so on the prescribed form during its filing period. Even then, someone should compare the record against the company's actual officers and addresses. A small change, such as a new suite number, can make a "no change" filing inaccurate.

How to Change Your Agent for Service of Process

Changing the agent for service of process is one of the most common reasons to file an updated Statement of Information. For a corporation, section 1502 requires a complete current statement when the agent or the agent's address changes. The new statement replaces the agent information in the earlier filings.

Choosing Between an Individual and a Registered Corporate Agent

An individual agent must have a California street address where papers can be delivered. A corporate agent must have registered with the Secretary of State under section 1505, and the statement lists only the corporate agent's name. Many businesses use a registered corporate agent so that someone is always available to accept papers, even when the office is closed or the owners travel.

When an Agent Resigns

An agent who no longer wants to serve can resign, which leaves the company without a valid agent until it files a new statement. A company without a reachable agent risks being served through the Secretary of State under the substituted service rules. Filing a replacement promptly after any resignation keeps legal papers flowing to the right place and is an important step in understanding legal risks for business owners.

What Happens If You File Late or Not at All?

Missing a Statement of Information can lead to a $250 penalty and, for long-delinquent entities, suspension of the company's powers, rights, and privileges. The process starts with a delinquency notice from the Secretary of State. The consequences grow the longer the filing goes unresolved.

The $250 Penalty

Under Corporations Code section 2204, when a corporation fails to file, the Secretary of State sends a notice of delinquency. If the corporation still does not file within 60 days, the Secretary of State certifies its name to the FTB, which assesses the penalty. The FTB's Publication 1138 states that stock corporations, foreign corporations, and LLCs are subject to a $250 penalty, and domestic nonprofit corporations are subject to a $50 penalty.

Filing within the 60-day notice period generally avoids the penalty. The statute also allows the Secretary of State to waive the penalty when the failure was excusable because of reasonable cause or unusual circumstances.

Suspension for Long-Term Delinquency

A corporation that stays delinquent can lose more than money. Under Corporations Code section 2205, the Secretary of State may suspend a corporation that has been certified for penalty and has not filed any statement in the preceding 24 months, after giving 60 days' notice. LLCs face a similar suspension process under the LLC statutes.

A suspended entity generally loses the ability to exercise its powers, rights, and privileges, which can affect its contracts and its ability to sue or defend a lawsuit in California courts. This can create additional complications for owners who need to sue a business partner in California over a business-related dispute. Filing the overdue statement is usually the first step toward relief, although a company also suspended by the FTB for tax reasons has to resolve that separately.

Requesting a Penalty Waiver

The Secretary of State accepts penalty waiver requests from entities that missed a filing for reasons beyond their control. Section 2204 allows a waiver when the failure was excusable because of reasonable cause or unusual circumstances. A request is stronger when it explains what happened, includes supporting documents, and shows that the entity has already filed a current statement.

How to Fix a Missed Filing

Most missed filings can be corrected by filing a current statement as soon as possible. If a penalty has already been assessed, the waiver request described above may still be available. If the company has been suspended, owners should confirm whether the suspension came from the Secretary of State, the FTB, or both, because each requires its own steps to reverse.

Reviving a Suspended Company

A suspended California entity usually needs to take specific steps before it can regain full use of its powers. The first step is identifying which agency suspended it. A Secretary of State suspension tied to Statement of Information delinquency is usually cured by filing the overdue statement, while an FTB suspension requires the company to address its tax filings and balances.

Why Revival Matters in Litigation

A company that is suspended while it is involved in a lawsuit may face challenges to its ability to participate fully until it is revived. Courts may allow a revived company to proceed, but delays and procedural issues can arise in the meantime. Owners who learn of a suspension during a dispute should move quickly to identify the cause and begin revival.

Why the Statement of Information Matters When Your Business Is Sued

The Statement of Information directly affects how and whether a company learns about a lawsuit. The agent for service of process listed on the statement is the person a plaintiff can serve with a summons and complaint. If that information is outdated, the company may not find out it was sued until a default judgment has already been entered.

Service of Process Follows the Public Record

California law allows a plaintiff to serve a corporation by delivering the papers to its designated agent for service of process under Code of Civil Procedure section 416.10. When the designated agent cannot be found at the listed address with reasonable diligence, Corporations Code section 1702 allows a court to order service through the Secretary of State. In either case, the company can be legally served even if no one at the business actually saw the papers.

That is why an agent who moved away, a former employee listed as agent, or an old office address can be so costly. Responding quickly after service is critical, and knowing what to do when your business is sued starts with making sure the papers reach you.

If You Learn About a Lawsuit Too Late

A company that learns it was sued only after a default judgment was entered may still have options, but the deadlines are short. California law allows a court to set aside a default in some circumstances, including under Code of Civil Procedure section 473.5 when a party did not receive actual notice in time to defend. That statute sets its own deadlines and requires the motion to be filed promptly.

Whether relief is available depends on how service was made, what the company's public record showed at the time, and how quickly the company acts after learning of the judgment. An outdated Statement of Information can make that argument harder, because the plaintiff may have relied on the record the company itself filed.

Suspension Can Undercut a Defense

A company whose powers are suspended may find that it cannot defend itself effectively until it is revived. Opposing parties check entity status, and a suspension can become a tactical issue in litigation. For owners, it is far easier to keep filings current than to cure a suspension while a lawsuit is pending.

The Record Can Become Evidence

In business disputes, the Statement of Information can also serve as evidence of who held which roles and when. In disputes between business partners or shareholders, a statement listing someone as an officer, manager, or member may be offered to support or challenge claims about authority. An LLC owner who wonders whether an LLC protects them from personal lawsuits should know that keeping the entity in good standing is part of maintaining that separation.

Protecting Your Company From Unauthorized Filings

Business identity theft and mistaken filings are real risks, and the Statement of Information is one of the filings bad actors try to change. The Secretary of State's guidance on preventing and detecting fraudulent filings explains that User Access controls were created in response to business identity theft and mistaken filings. Those controls limit who can create or change a company's online record.

Practical Safeguards

The Secretary of State recommends several habits that also make sense for any business that wants to protect its record:

• Conducting periodic checks on the company's record through bizfile Online
• Opting in to email notices so reminders reach someone who will act on them
• Leaving out information the form does not require, such as tax identification numbers
• Limiting full access to people who need it and reviewing who holds access
• Filing termination documents when a business stops operating, because inactive businesses are frequent targets

These steps take little time and reduce the chance that someone changes the record without authorization. They also help a company spot a problem early, before a lender, customer, or court relies on false information.

If a Filing Was Made Without Your Authorization

A company that discovers an unauthorized Statement of Information should file a correct statement promptly and document how it learned of the change. If the unauthorized filing came from a former partner, officer, or manager, the issue may be part of a broader dispute over control of the business. In that situation, the company may need legal help to restore the record and address the underlying conduct.

Common Mistakes on the California Statement of Information

Many Statement of Information problems come from small oversights rather than intentional neglect. Business owners juggling operations, payroll, and taxes can easily miss a detail on a filing that seems routine. The mistakes below cause many of the penalties and service problems that follow.

• Listing an agent for service of process who no longer works with the company
• Forgetting to update the principal office after a move
• Filing the wrong form for the entity type
• Assuming an accountant or formation service is handling the filing without confirming it
• Paying a private service that charges far more than the state fee
• Waiting until the last week of the filing period and then running into User Access or payment issues
• Treating the reminder notice as the deadline instead of the filing period itself

Each of these is preventable with a calendar reminder and a quick review of the record before each filing window closes. A few minutes of review can avoid months of penalty and suspension problems.

Managing Filings Across Multiple Entities

Many business owners hold more than one entity, such as an operating company, a holding company, and an LLC that owns real estate or equipment. Each entity has its own filing schedule based on its own formation month. Corporations file every year and LLCs every other year, so the windows rarely line up.

Keeping a Simple Compliance Calendar

A single calendar listing each entity, its type, its formation month, and its next filing window prevents most missed deadlines. The same calendar can track the agent for each entity and who holds User Access. When an owner sells or dissolves one of the entities, updating the calendar right away avoids confusion later.

Owners with several entities should also make sure the agent and addresses stay consistent across them. A move or a change in agent often needs to be reported for every entity, not just the operating company. Missing one of those updates can leave a single entity exposed to the service and penalty problems described above.

Who Inside the Company Should Own This Filing?

Every business should assign the Statement of Information to a specific person, not to "the office" or "the accountant" in general. Unclear ownership is one of the most common reasons statements lapse. When everyone assumes someone else is handling it, the filing window can pass unnoticed.

Building the Filing Into Routine Operations

Many companies tie the filing to an event that already happens every year, such as the annual meeting, year-end tax planning, or insurance renewal. The person responsible can review the record, confirm User Access, and file during the window. A backup person should also know where the login and records are kept, in case the primary filer leaves.

Good Standing in Sales, Loans, and Contracts

A current Statement of Information supports the good standing that buyers, lenders, and contracting partners expect. Before closing a business sale, an acquisition, a commercial loan, or a major lease, the other side often confirms the company's status with the Secretary of State. A lapse discovered at the last minute can delay or derail the deal.

Due Diligence Works Both Ways

Companies acquiring another business or entering a significant contract should check the other party's status as well. An entity that is suspended or badly out of date may not be able to enforce its contracts or defend itself in a dispute. Reviewing the counterparty's Statement of Information is a quick way to confirm who has authority to sign and whether the entity is in good standing.

Statements of Information and Related Filings

The Statement of Information connects to several other filings in a company's life. Formation creates the obligation, and dissolution ends it. Changes in structure or ownership may require their own filings in addition to an updated statement.

When You Are Closing the Business

An entity that has stopped operating does not escape the filing obligation simply by going inactive. As long as it remains active on the state's records, the Statement of Information requirement and other annual obligations generally continue. Owners who are winding down should review the steps for dissolving an LLC in California or dissolving a corporation so the company does not keep accumulating obligations after it stops doing business.

When Ownership or Leadership Changes

A change in ownership, such as a buyout of one partner or shareholder, often changes the people who must be listed on the statement. Updating the record promptly after a transition protects the remaining owners and makes it clear who has authority. When leadership changes are contested, the statement can become part of a larger dispute about who controls the company.

FAQ: California Statement of Information Questions

Keeping Your Company in Good Standing

A current Statement of Information is one of the simplest ways to protect a business from avoidable penalties, suspension, and missed lawsuits. The filing takes minutes, but the problems that follow a lapse can take months to unwind. Setting a reminder for each filing window and reviewing the record after every leadership change keeps most companies on track.

Most owners can handle a routine filing themselves. The situations that call for a lawyer are the ones where the public record and the real world no longer match, such as a lawsuit served on a former agent, a suspension discovered in the middle of a deal, or a co-owner who filed a statement the others never approved. Those problems involve deadlines and court procedures that are easy to get wrong without help.

When a filing problem has already turned into a legal one, such as a default judgment, a suspension that affects a pending case, or a dispute over who controls the company, the Law Office of Parag L. Amin, P.C. (LawPLA) represents business owners across California. Call (213) 293-7881 for a confidential consultation about where your company stands and what can be done.