What Is the California Statement of Information?

October 15, 2024 | By Law Office Of Parag L Amin, P.C.
What Is the California Statement of Information?

Did you know that failing to file your California Statement of Information can result in penalties of up to $250, and potentially lead to the suspension of your business's legal standing?

Thousands of California corporations and LLCs each year find themselves at risk, simply by missing this deadline. 

The California Statement of Information (SOI) is a form that keeps the California Secretary of State updated with key details about your business entity. Corporations, limited liability companies (LLCs), and nonprofits registered in California must file this form.

This filing provides the state with essential information such as the business's address, its officers or managers, and the company’s registered agent for service of process.

Businesses must submit this form periodically, either annually or biennially, depending on the entity type. This process ensures that the state has accurate and current information about your business, which you need for legal and administrative purposes, including the service of legal documents.

If you need clarification on whether your business has met this requirement or need assistance submitting your filing, our firm is ready to help you stay compliant with California law.

Contact business law attorneys at Law Office of Parag L. Amin, P.C. today to ensure your business stays in good standing with the state.

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Why Is the California Statement of Information Important?

A businessman filing statement of information

Filing a California Statement of Information is critical to maintaining the good standing of your business with the state. The repercussions for missing this filing can be severe, and they go far beyond monetary penalties.

Key Reasons Why the Statement of Information is Important:

  • Compliance: Every corporation or LLC in California must keep its business details updated. By ensuring you file your Statement of Information accurately and on time, you demonstrate adherence to state regulations, which keeps your business in compliance with California Corporations Code § 1502 and California Corporations Code § 17702.09.
  • Legal Standing: If a business fails to file on time, its status may change to suspended, which means the company cannot operate legally. Once suspended, the entity loses its ability to enter contracts, maintain lawsuits, or even defend itself in legal actions. This could have catastrophic consequences if your business faces litigation during the suspension.
  • Liability Protection: For LLCs and corporations, one of the biggest advantages of incorporating is the personal liability protection provided by the entity structure. However, if you neglect to file the Statement of Information and the state suspends your business, this protection may no longer apply, exposing shareholders or members to personal liability.
  • Transparency: The information filed in the SOI is publicly accessible, which serves as an essential transparency measure for investors, clients, and government agencies. The SOI provides critical details about company leadership, contact information, and business addresses, which are important for accountability and public record purposes.

What Information is Required in a California Statement of Information?

Filing a Statement of Information requires precise attention to detail, as the California Secretary of State mandates that specific information depending on your business type.

Corporations: Key Filing Requirements

The required information includes:

  • Business Name and File Number: The legal name of your corporation and the entity number assigned by the Secretary of State when you formed the business.
  • Business Addresses: This includes the physical address of the principal executive office, mailing address (if different), and the address of the corporation’s principal office in California, if applicable.
  • Officers and Directors: You must disclose the names and addresses of all corporate officers. This includes the Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Secretary. Additionally, the names and addresses of all directors serving at the time of filing must be included, along with any vacancies on the board of directors​.
  • Agent for Service of Process: Corporations must designate an agent authorized to receive legal documents on behalf of the company. A person or a registered third-party service provider can serve as this agent.
  • Business Activities: A brief statement describing the nature of the corporation’s business, which can be as simple as a few words (e.g., real estate development or retail).

LLCs: Key Filing Requirements

LLCs must include the following information in their Statement of Information:

  • Business Name and File Number: Similar to corporations, LLCs must list the full legal name and the entity number provided by the Secretary of State.
  • Registered Agent: The name and address of the LLC’s agent for service of process.
  • Principal Business Office: The physical address of the LLC’s principal business location and its mailing address (if different).
  • Managers or Members: LLCs must include the names and addresses of all members (if member-managed) or managers (if manager-managed). If the corporation does not designate a manager, it must list the contact details for each member.
  • Chief Executive Officer (Optional): LLCs can also include the contact information for their CEO. However, an LLC without an appointed CEO​ can leave this section blank.
  • Type of Business: A brief description of the nature of the LLC’s business activities.

Nonprofits and Professional Corporations

Nonprofits and professional corporations also have additional specific requirements, such as information about the governing board and the professional license numbers for entities such as law firms, medical practices, or architectural firms​.

Filing Deadlines and Frequency for the California Statement of Information

Filing deadlines for the California Statement of Information vary depending on the type of business entity you operate.

Corporations: Annual Filing Requirements

Corporations in California must file their Statement of Information every year, within the month of the corporation’s registration anniversary.

If you incorporated your business in April, for example, you have until the end of April each year to file your Statement of Information. The filing window opens five months before the due date, giving business owners ample time to prepare and submit the necessary forms.

Even if the business’s information has not changed since the previous filing, corporations must file a Statement of Information annually.

LLCs: Biennial Filing Requirements

For limited liability companies (LLCs), the filing frequency is different. LLCs are only required to file a Statement of Information every two years. The deadline for these filings is also tied to the entity’s registration date.

For example, if you formed your LLC in June of an odd-numbered year, you must file your Statement of Information by the end of June in every odd-numbered year.

LLCs must submit their initial Statement of Information within 90 days of formation, which serves as the first biennial report. After that, filings continue in two-year intervals.

Similar to corporations, LLCs must submit their Statement of Information to confirm accurate business details even if no changes have occurred since the last filing.

Nonprofits and Other Business Entities

Certain nonprofit entities and professional corporations have varying filing schedules, often depending on their specific structure and operational framework.

For example, nonprofit corporations generally file biennially, while professional corporations often follow the annual filing schedule applicable to standard corporations​.

Late Filing Penalties

Both corporations and LLCs face penalties if they fail to file the Statement of Information by the due date. The Franchise Tax Board assesses a $250 late fee, and continued failure to comply could result in the entity's suspension, resulting in a loss of legal rights, such as the ability to defend or initiate lawsuits and maintain good standing with the state​.

Step-by-Step Process for Filing the California Statement of Information

Filing the California Statement of Information is a straightforward process, but it’s essential to ensure that all details are accurate to avoid complications. You have several options for submission: online filing, mail-in, or in-person delivery. Filing online is generally the fastest and most efficient method, and it helps you avoid delays and penalties.

1. Gather Required Information

Before starting the filing process, make sure you have the necessary information on hand. It’s a lot, so don't leave it to the last minute. You’re better off hiring a lawyer to do it for you.

2. Choose Your Filing Method

There are three main ways to file the Statement of Information:

  • Online Filing (Recommended): The California Secretary of State offers an online portal through BizFile at bizfile.sos.ca.gov. This is the fastest method and allows for real-time processing. You’ll need to create an account if you don’t already have one. After logging in, find your business by searching for the entity number, and select "File Statement of Information."
    • Benefits of Online Filing:
      • Immediate confirmation and processing within 1-2 business days.
      • Option to receive email notifications for future filing deadlines.
      • Auto-population of certain fields to reduce human error​.
  • Mail-In Filing: If you prefer to mail in the form, you can download it from the Secretary of State’s website, fill it out, and send it to the appropriate address (either in Sacramento or Los Angeles). Be sure to allow extra time for processing, as mail-in filings can take longer.
  • In-Person Filing: For those who want to deliver their filing directly, you can visit a Secretary of State office in person. However, this is usually less convenient than online or mail options​.

3. Complete the Form

Once you choose your filing method, fill out the necessary fields.

4. Pay the Filing Fee

The filing fee is typically $25 for most business entities. Late fees may apply if you do not file the Statement of Information on time, which can reach $250. If you file online, you can pay via credit card. For mail-in filings, include a check or money order​.

5. Submit and Confirm

After completing and reviewing your form for accuracy, submit it according to your chosen method:

  • Online: Submit through the BizFile portal and save a copy of the confirmation.
  • Mail: Send the form to the appropriate Secretary of State address, and keep a copy for your records.
  • In-Person: Hand-deliver the form to a Secretary of State office, where you will receive a stamped copy of the document as proof of submission.

Once filed, you should receive confirmation from the Secretary of State, either through email (for online filers) or mail. For LLCs, keep this confirmation as proof of compliance with the biennial filing requirement.

Common Mistakes to Avoid When Filing the California Statement of Information

1. Inaccurate or Incomplete Information

Errors in your filing—whether they’re typos or missing details—can cause delays and may even invalidate your submission. Be particularly careful when listing:

  • Entity Name and Number: Ensure that both are exactly as they appear in your incorporation documents.
  • Business Address: The principal business and mailing addresses must be current and complete.
  • Officers, Directors, or Managers: Missing or outdated information about corporate officers (for corporations) or LLC managers/members is a common error. It’s essential to list all required individuals accurately.

Reviewing your filing carefully before submission helps to avoid unnecessary rejections or revisions.

2. Failing to Update Information

Businesses often fail to update their Statement of Information when key details change. For example, if your registered agent changes or a new CEO is appointed, the SOI must reflect these changes.

Failing to update this information promptly can result in the state records being out of sync with your business’s current structure, potentially creating legal and administrative issues down the road.

If changes occur outside the regular filing period, you must submit an updated Statement of Information as soon as possible. This helps keep your business compliant and avoids any disruption in legal protections​.

3. Not Using Online Filing

While it’s possible to file by mail or in person, online filing through California’s BizFile portal is faster and more efficient. Filing online ensures quicker processing (typically within 1-2 business days) and immediate confirmation of your submission. Many businesses still opt for mailing in their forms, which can cause delays and increase the likelihood of late fees.

4. Overlooking Confirmation

Whether you file online or by mail, retaining proof of submission is important. For online filings, keep a copy of the confirmation email and any stamped copies of the submitted forms.

For mail-in filings, get a certified mailing receipt and keep copies of the completed forms. You need these records if a dispute arises about your compliance or if the Secretary of State’s office needs further documentation.

Need Help? We’re Here For You

If you feel uncertain about your next filing or need help navigating the process, the Law Office of Parag L. Amin, P.C. is here to assist. Contact us today to ensure your business remains in good standing and avoids the complications of non-compliance