If you’ve recently established a limited liability company (LLC), you’ll need to investigate if you’re required to file a statement of information with the state. This is a report on your company’s activities in the previous year (or years).
The requirements and names for statements of information differ depending on the state you’re in — some states call it a Biennial Statement or an Annual Report. For LLCs in the state of California, it’s commonly referred to either simply as a statement of information or as Form LLC-12.
It’s important to file with your department or secretary of state before the due date (often annually or once every two years) as it ensures your business remains in good standing. There are often associated filing fees as well, which also differs depending on states.
Statements of information are required for both corporations and LLCs, and the forms, due dates, and fees will vary slightly. This article will cover everything that you’ll need to know to file an LLC statement of information and comply with state laws. However, most of the information is also relevant if you’re a corporation.
What Is an LLC Statement of Information?
A statement of information is designed so that the state has up-to-date contact information on your LLC.
This report provides important information about your business entity to the state and the public. What is required will differ from state to state, but in general, it’ll list the CEO, the business address (including mailing address and street address, but not P.O. box addresses), the agent for service of process, as well as names and addresses of officers, members, and managers, if applicable.
You’ll also need to provide a short description of your LLC’s primary business activity. Some examples include:
- Food truck
- Consultancy
- Coffee distributor
- Online courses for video programmers
Bear in mind that whatever information you provide in your statement of information is public record. This means names, phone numbers, email addresses, and mailing and street addresses can be easily viewed and accessed by the public. As such, you may want to avoid using confidential information to avoid identity theft.
Who Needs to File a Statement of Information?
Both domestic and foreign corporations are required to file statements of information if you’re operating business activities in the state.
If you haven’t been actively doing business in the past few years, don’t think you can get away with not filing a statement of information for your LLC. This is especially important if you’re planning to conduct business in the near future. The penalties for not submitting a statement of information on time can be costly for your business, both in terms of time and money.
The forms tend to be simple and straightforward, and can be submitted by anyone within your LLC who has enough authority. This is especially true if there haven’t been any changes to your LLC — you can simply file a “no change” form, which usually only asks for your business name.
Based on the minimal effort required to file and the penalties you may incur for not doing so, it’s worth taking a few minutes each year (or every two years) to file.
When to File a Statement of Information
Different states have different filing periods, so it’s important to research the requirement in your state. For example, the California Secretary of State requires two different types of statement of information from California LLCs:
- An initial statement of information has to be filed within 90 days of registration.
- A periodic LLC Statement of Information is required every two years and is due by your LLC’s registration anniversary date.
If you’re unsure of your registration date, it is the day that your Articles of Organization was approved, or you can do a business search for the registration date.
The New York Department of State, on the other hand, requires New York LLCs to file a statement of information every two years. This is due in the calendar month in which your Articles of Organization was filed.
Generally, you can file your statement of information six months before it’s due, so there’s plenty of time for you to comply.
Remember that even if there’s no change to your LLC’s information, you still need to file before the required due date. There may be different forms to fill depending on whether there are changes.
How to File a Statement of Information
In general, most states will offer you three ways to file your statement of information: online, by mail, or in person at a Secretary of State or Department of State office.
Filing your statement of information online is probably the most convenient method, even if some states require you to do so only during office hours. If you choose to file by mail, you’ll likely need to download a form from the same website that you’ll use to file online anyway. If you choose to file a form in person, you may be faced with long wait times.
Payment by credit card or debit card is widely accepted and will need to be done at the time of filing. When handling by mail, you’ll need to pay the fees with either a check or money order.
You can obtain copies of the filed statement of information (certified copies will incur a fee) depending on your state. It’s a wise move to keep a copy of your filed statement of information with your other business records.
If you really find it difficult to keep track of when to file your statement of information, and can’t find the time to file it, there are registered agents who can do it on your behalf for a fee. Engaging their services can help to ensure your LLC stays compliant and give you the peace of mind that forms will be filed on time.
What Happens If I Fail to File a Statement of Information?
Most states offer a free courtesy reminder service, so there’s really no excuse to forget. Reminders are usually sent via regular mail to your LLC’s nominated mailing address a few months before they are due. It’s probably still a good idea to set your own reminder, just in case the ones sent by the state go missing.
You really want to file your statement of information in a timely manner. If you don’t, most states start by offering you a grace period while others will charge you a late fee.
Some states will suspend your LLC, during which time you won’t be able to conduct any business. Your business will generally return to good standing if you file your late statement of information and pay any penalties. However, bear in mind that during the suspension period, another party could potentially assume your business name. This means you’ll have to change your business name and file an amendment to your Articles of Organization if you want to resume business.
At worst, if you continue to ignore notices to file a statement of information, your LLC will be forced to close.
Start Your Business Right
Starting a business is an exciting time, but it can also be a very busy period. There are forms to fill, licenses to apply for, and perhaps even people to hire. You want to be certain that you get off on the right track by meeting all the essential legal requisites.
Filing a statement of information is a simple but easily overlooked task, so make sure you take the time to file one (especially if you’re expected to file a first statement of information) and set reminders to file recurring ones.
If you’re ever unsure, consider seeking legal advice to determine the full requirements for your business in your state.
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