Form LLC-12: What This California Filing Actually Is

Form LLC-12 does not help you create an LLC in California. Instead, it is a Statement of Information filed with the Secretary of State after the LLC’s formation. It is due within 90 days of formation and every 2 years thereafter. The fee is $20, and the form is filed through BizFile. Failing to file this form will result in a $250 penalty and suspension of the LLC.

What Form LLC-12 Actually Does

Form LLC-12 is California’s Statement of Information. This form helps the Secretary of State retain information about an LLC’s address and management, as well as its agent for service of process. This form is not filed with the Franchise Tax Board and helps the Secretary of State retain information about an LLC.

The legal foundation for this form is found in California Corporations Code section 17702.09. This form is due periodically for every domestic and foreign LLC that is registered to do business in California. This serves as the state’s way of ensuring that they can find you.

Founders often ask us about this form after searching for formation documents and assuming that “form LLC-12” will yield results. In order to form an LLC in California, you will want to file Form LLC-1, the Articles of Organization. The LLC-12 form will be filed after the LLC is formed. The two are easily confused, and this confusion costs people time and can cause the formation deadlines to be missed.

When Is Form LLC-12 Due

Two deadlines are important when dealing with Form LLC-12. Confusing these two deadlines will cost the most time and cause the most problems.

Your first Statement of Information has to be filed within 90 days of your Articles of Organization being filed with the Secretary of State. The 90 days are counted as calendar days and begin on the date the Articles of Organization are filed, not on the date you send them or pay the formation fees.

California LLCs must file Statements of Information every 2 years. This two-year mark has a filing window that begins five months before the LLC anniversary. This window lasts six months and ends at the anniversary month. If an LLC is approved in March, the filing window runs from October to March.

The two-year cycle is the first year of registration. Odd-year registrations are filed in odd years, and even-year registrations are filed in even years. Some founders have made the mistake of filing in the wrong year, thinking there is an annual requirement for LLCs in the State of California. There is no annual requirement, and we do not have a set schedule.

How Much Does Form LLC-12 Cost

Every time you file, whether it’s your first time or a subsequent biennial filing, it costs $20. If nothing has changed since your last filing, you can refile for the same $20 fee, but this time you’ll submit Form LLC-12NC, the Statement of No Change. Just a quick heads-up: the initial filing within the first 90 days cannot use the LLC-12NC, and you will have to submit a Form LLC-12 again if any required fields change.

As of mid-2026, this is what the fees will look like:

How to File Form LLC-12

Starting in 2025, statements of information for LLCs in California must be submitted via the Secretary of State’s BizFile portal. The paper forms will no longer be accepted via mail. If you learned this procedure a couple of years ago and remember mailing a check to Sacramento, that option is no longer available.

Submitting the form is a snap. You’ll need:

• Your LLC’s 12-Digit Number from the SOS
• Your LLC’s Exact Name Registered
• Your LLC’s Principal Business Address
• Names and Addresses of the LLC’s Members or Managers
• Your LLC’s Agent for Service of Process

You log in to bizfileonline.sos.ca.gov, locate your entity, complete the required fields, and pay the $20 filing fee. Submitting the form electronically guarantees instant confirmation, which was never the case before. Don’t wait too long to submit your form.

If your LLC was just approved, you can file the same week.

What Happens If You Miss It

This filing catches most people off guard and can have serious consequences. Your time is limited. The Secretary of State allows a 60-day grace period after they notify you of your failure to file. Miss that period, and you will pay a penalty of $250. If you continue to ignore the requirement, your LLC will dissolve.

A suspended LLC in California cannot file a lawsuit, defend a lawsuit, or enforce contracts in California courts. A suspended LLC can only be discovered when you try to open a business bank account or attempt to enforce a vendor agreement. The filing is only $20, unlike the cost of ignoring the requirement.

A common trap is that the Secretary of State tends to suspend your LLC for missing the Statement of Information faster than the Franchise Tax Board will suspend your LLC for unpaid taxes, even though both can suspend your LLC. Don’t think that you have time to miss one requirement while fulfilling another.

Additionally, failing to notify the Secretary of State of changes to your LLC can cost you $100-$300. These offers are 100% marketing, not a requirement. It’s the state’s requirement to keep your LLC information current, and we recommend filing it yourself. $20 is better than the cost of a suspended LLC.

Form LLC-12 vs. the $800 Franchise Tax.

This mix-up is the second most common, and for good reason. Both are mandatory and completely separate.

The Statement of Information ($20, filed with the Secretary of State every two years) is unrelated to the $800 minimum franchise tax (filed annually with the Franchise Tax Board on Form 3522). Under Assembly Bill 85, LLCs formed between January 1, 2021, and January 1, 2024 were exempt from the $800 tax in their first year, but that has now expired. For 2024 and later, the $800 tax is owed in the first year. For California LLCs with gross receipts exceeding $250,000, an additional fee is due with Form 3536, ranging from $900 at the $250K threshold to $11,790 at $5 million.

One payment is not going to satisfy the other. We’ve had founders believe that by sending the $800 check, they were all done with the state. They were not, and the penalty for the LLC-12 filing showed up separately.

Common Mistakes We See

• Confusing the LLC-12 filing with LLC formation. The filing of Articles of Organization (LLC-1) formally creates the LLC. LLC-12 is a follow-up.
• Missing the 90-day filing deadline because it seems like there is still time. Founders tend to misinterpret the compliance deadlines as beginning later. The 90-day deadline begins as soon as the state processes the Articles, not when the founders are ready to address the administrative tasks.
• Thinking the filing is done on an annual basis. The filing is required on a biennial basis. Set a reminder for two years, not one. Otherwise, you may end up filing too early or may forget to file.
• Filing LLC-12NC when there are no changes. There is still a penalty for the filing if there are no changes.
• Filing solicitations instead of filing the Form 12. The filing fee for LLC-12 is $20. If a solicitation is requesting a letter with a filing fee, it is not from the California Secretary of State.

Where This Fits If You’re a Non-Resident Founder

For founders located outside of the U.S. with California LLCs, there is no requirement for a U.S. presence to complete the LLC-12 filing. California does require you to have a California address for your Agent for Service of Process. Since most non-resident founders of California LLCs address the service of process through a registered agent, you get to avoid addressing the service of process in California. The filing requires you to provide the addresses of some members or managers, which may be outside the U.S. However, the Agent for Service of Process must have a physical address in California.

Since we handle this filing for clients, you won’t have to worry about tracking it in California from another time zone.

Get Your Statement of Information Filed Correctly

Does your California-based LLC have an approaching LLC-12 due date? Not sure which window applies to your filing? EasyFiling can pull your LLC’s anniversary date and file it before penalties kick in. Contact our compliance team to have us check your filing status, and we’ll file it for you!

Frequently Asked Questions About Form LLC-12

What is Form LLC-12 used for?

Form LLC-12 is California’s Statement of Information. It is filed with the Secretary of State after your LLC is formed to keep your company’s address, management, and agent for service of process on record. It is not a formation document.

When is Form LLC-12 due?

Form LLC-12 is due within 90 days of forming your LLC, and then every two years after that. The biennial filing window is based on your LLC’s registration anniversary month.

How much does Form LLC-12 cost to file?

The filing fee for Form LLC-12 is $20. It is filed online through the California Secretary of State’s BizFile portal.

What happens if you miss the Form LLC-12 deadline?

Missing the deadline results in a $250 penalty and can lead to your LLC being suspended by the state. A suspended LLC loses the right to conduct business and defend itself in court until the filing is corrected.

Is Form LLC-12 the same as the $800 franchise tax?

No. Form LLC-12 is an informational filing sent to the Secretary of State, while the $800 franchise tax is a separate payment made to the California Franchise Tax Board. They are two different obligations with different deadlines.