LLC Statement of Information: Avoid Costly Mistakes

An LLC statement of information is a document that most LLCs must file either at formation or in subsequent years. California charges $20 every two years to file this document. Some states require businesses to file a Statement of Change to update their registered agent or business address. These states will require their businesses to file a Statement of Information and a Statement of Change. Oftentimes, businesses will waste time and money filing a Statement of Change when they should file a Statement of Information.

What Is a Statement of Information?

A Statement of Information is a legal document required by a state to update information pertaining to an LLC. Often, this document requires the LLC to disclose its business activities and membership. The document is sometimes dismissed by LLC members as unnecessary paperwork, leading them to believe it can be overlooked. Failing to file this document can result in an LLC being flagged or dissolved.

An example of this is in California. After an LLC is formed, California requires it to file the LLC-12 form within 90 days. After this, California will require the LLC to file this document every two years. California will charge the LLC $20 to file this document regardless of whether information has changed. If the information has not changed, California will allow the LLC to file the LLC-12NC, a shorter, less detailed document.

Are Statement of Information and Statement of Change the Same Thing?

No, this is where most founders get confused when seeking information. A statement of information is a report on the status of your LLC. In general, you are expected to submit this report to the relevant authorities regardless of whether your LLC has undergone any changes.

A statement of change is submitted when any reportable change occurs to your LLC. For example, a change of your LLC’s registered agent or office. Generally, an authority will not accept a report on a change to your LLC if a recent report on the status of your LLC has already been submitted.

Arizona is an example of a state where changing your LLC’s registered agent requires you to file a Statement of Change rather than a report on the status of your LLC. Nebraska is the same as Arizona: LLCs are not required to report changes to their registered agent or office through a report on the status of the LLC; instead, they must file a “Statement of Change of Designated Office, Registered Agent, and/or Registered Agent’s Address.”

Generally speaking, the main question should not be “what type of change is required of me to file?” The main question should be “What are the reporting requirements for the state where my LLC is registered?”

California LLC Statement of Information: Costs and Deadlines (as of November 2025)

The Secretary of State doesn’t collect the $250 penalty. You receive a delinquency notice from the state after missing a deadline, and 60 days later, the Secretary of State sends a delinquency certification to the Franchise Tax Board, which then collects the penalty. California’s $800 annual franchise tax (which comes due every year and often catches many new founders by surprise) is one obligation, and these taxes and fees together often catch founders by surprise.

If you need to change your registered agent or just your registered office address, California allows you to file a new Statement of Information to make these changes, and there’s no fee.

Step-by-Step: Filing Your California Statement of Information

1. Log in to your account on the Secretary of State website by visiting the bizFileOnline page. Enter your LLC information to access your record.
2. Select the option to file a new Statement of Information for your LLC.
3. If nothing has changed since your last filing, you can file the shorter LLC-12NC form.
4. Fill in your LLC’s registered agent and address information.
5. If your LLC has more than one manager or member, complete and attach LLC-12A.
6. Pay the $20 filing fee.
7. Retain the filing confirmation, as you may need to provide it to a bank or other lender to show your LLC is in good standing.

The Statement of Information is processed and filed by the California Secretary of State the same day if filed online. If mailed, it takes 1-2 weeks to process.

Common Mistakes We See Founders Make With Their LLC Statement of Information

Founders miss their LLC statement-of-information deadline for a few avoidable reasons.

• Assuming formation is the finish line. Founders often think the formation process is complete once they’ve set up their LLC, but it actually has two parts. The first is filing the Articles of Organization, and the second is filing the first Statement of Information. Each part has a separate time frame.
• Missing the renewal notice window. The state uses the LLC’s formation date to determine when to send renewal notices. This means the state will usually send notices well before the start of the calendar year.
• Filing with outdated business information. There are situations in which outdated business information is included on LLC filings, thereby providing a false or misleading statement. In these cases, notices or legal process may be served on the entity at an outdated address.
• Listing a non-U.S. address. International members may also include outdated business information if they list a business address outside the U.S. A business address in California must be a physical address, and it becomes part of the public record.

When Is a Statement of Change Necessary?

Your state will typically allow you to file a statement of change to notify them of certain changes to your business. Generally, you should file a statement of change if:

• Your registered agent has resigned, or you have switched registered agent services.
• Your business moved to a new location, and you wish to change your business address on file with the state.
• Your state does not have a recurring report, and you wish to change your business information on file.

You should contact your state’s Secretary of State or Corporation Commission to verify the changes your business is allowed to make.

FAQs

Do different states use different terminology for the Statement of Information?

Yes. In our experience, roughly 80% of state filing offices use terms other than “Statement of Information” to describe similar types of reports. These terms include “Annual Report,” “Biennial Report,” and “Periodic Report.”

What happens if a Statement of Information is not filed in California?

The entity will be mailed a delinquency notice, and if the information is not filed within 60 days of the notice date, a $250 penalty will be assessed. Failure to timely file the Statement of Information may also result in the suspension of the entity’s right to transact business in California.

Can both a regular Statement of Information and a Statement of Change be filed in the same year?

Yes. These filings are separate and distinct from one another, and either may be filed in any given year. If your registered agent changes, you may file the change mid-cycle.

Is a Statement of Information the same as an Annual Report?

In most cases, the same function is served by an “Annual Report” and a “Statement of Information.” However, the state of California does not allow the use of the term “Annual Report” for Limited Liability Companies.

Is a registered agent required to be listed on a Statement of Information?

Yes. The statement is used to confirm the information the state has on file for the entity, which includes the registered agent.