When entrepreneurs, tech startups, and other small businesses form a new venture, a corporation or an LLC, in California, a Statement of Information is often required as part of the formation documents and formalities.
Under California law, all formally organized businesses must periodically provide a report that informs the state about a company and any significant changes thereto. It includes information regarding the registered agent for the company, principal officers, and incumbent directors, along with other organizational details. All California entities are required to submit an initial report–called a Statement of Information–within ninety (90) calendar days of filing the original formation documents with the Secretary of State’s office.
When to File a Statement of Information
After that first Statement, all for-profit corporations must submit a Statement of Information or Statement of No Change every year; nonprofit corporations and limited liability companies are required to submit a Statement of Information or Statement of No Change every two years.
A Statement of Information is the appropriate filing for a corporation whenever:
(1) there is a change in the business address,
(2) new officers are elected,
(3) directors are added to or removed from the board
(4) changes the name of its registered agent for service of process, or
(5) changes the type of business in which the corporation is engaged.
If none of those events have occurred since a corporation’s last-filed Statement, the company may file a Statement of No Change.
A limited liability company or “LLC” is required to file a Statement of Information whenever any of the following changes:
(1) the name of the company,
(2) the name or address of the agent for service of process,
(3) the street address of the company’s principal executive office,
(4) the name and complete business or residence address of any member, manager, or officer,
(5) the principal business activity of the company. Otherwise, the business is eligible to submit the Statement of No Change instead.
Failure to California File Statement of Information
If a business fails to file the updated Statement of Information or files it late, the Secretary of State will notify the business of the delinquency. The Franchise Tax Board (FTB) will then assess the penalties that vary depending on the entity type. If the Statement of Information is not filed within 150 days after the original deadline, the Secretary of State may suspend the business.
Formalities and deadlines in connection with corporation or LLC maintenance are critical to maintain company status and receive the benefits of corporate protection and governance. Consultation with an experienced startup and business attorney in Los Angeles is highly recommended with forming a company and formalizing cofounder relationships, if applicable. How to and when to file the Statement of Information is one of many legal considerations in company formation and formalities, among others such as contracts with third parties, investor financing, intellectual property protection, and other legal affairs.
