After forming LLCs or corporations, people often forget to properly manage the company.
This is necessary to maintain limited liability protection. This includes holding annual meetings, paying fees, and filing taxes and documents. Pursuant to California law, every California LLC and corporation (non-profit and for-profit) must file a Statement of Information with the California Secretary of State within 90 days of filing the original Articles of Incorporation or Articles of Organization.
California non-profit corporations and LLCs must also re-file a Statement of Information every two years from the date the original Articles were filed, regardless of whether there are any changes to the entity’s address or name, or the board, managers, members, officers, or otherwise. For-profit corporations (S-corporations and C-corporations) must file the Statement of Information every single year from the date the original Articles were filed, regardless of changes in information.
A California corporation and LLC must also re-file the Statement of Information whenever the entity: (1) changes its principal office or mailing address, (2) elects new officers or managers, (3) adds or removes directors or members, (3) changes the name of its registered agent for service of process, (4) changes the type of business the entity is engaged in, and/or (5) changes the name of the business. Entities must file the Statement of Information even if the entity is no longer actively engaged in business. However, once the entity is legally wound up and dissolved, and the dissolution documents are filed with the Secretary of State, the Statement of Information does not need to be filed any longer. Filing fees apply, and you can visit the Secretary of State website to check the status of your entity (https://businesssearch.sos.ca.gov/).
There are significant penalties if the Statement of Information is not timely filed. The Franchise Tax Board will assess a monetary penalty after the business is notified by the Secretary of State of late filing or failure to file. The penalty is $250 for domestic and foreign for-profit corporations and LLCs, and $50 for domestic non-profit corporations (regardless of whether tax exempt status was obtained). The Secretary of State may also suspend your organization for failure to file, and the Franchise Tax Board may also revoke a non-profit corporation’s tax-exempt status. This may lead to delays in receiving grant money or filing for grant applications, preventing your non-profit from accomplishing its mission.
If you have any questions regarding these matters or you would like the Law Offices of Tyler Q. Dahl to file your Statement of Information, please contact us.
Disclaimer: This material was prepared for general informational purposes only, and is not intended to create an attorney-client relationship and does not constitute legal advice. This material should not be used as a substitute for obtaining legal advice from an attorney licensed or authorized to practice in your jurisdiction. You should always consult a qualified attorney regarding any specific legal problem or matter.