Staying compliant in California

What is California's biennial statement, and when is it due?

The Statement of Information is California's equivalent of an annual report, filed on Form LLC-12 at $20; the Secretary of State says it is "Due within 90 days of initial registration and every two years thereafter."¹

Two features set it apart from a yearly report. The first filing comes quickly, inside the first few months, so a new LLC meets its first deadline long before its first anniversary. After that, the rhythm is biennial rather than yearly, which makes it easy to forget across the off years.

What the statement asks for

The form's item headings come down to this: Principal office, mailing and California office addresses; managers or members; agent for service of process; type of business; CEO if any; labor judgment; email notifications. Every item is a chance to catch a stale record: an old principal address, a manager who has left, or an agent who no longer serves. For an LLC, the fee is $20; the higher figure the Secretary of State's FAQ mentions for statements in general applies to corporations.⁴

How to file it

The Secretary of State's FAQ says a suspension is lifted by "Filing a current Statement of Information online at bizfileOnline.sos.ca.gov", so bizfile Online takes the statement, and Form LLC-12 also exists as a PDF. The sources for this page don't give a processing time or mailing instructions for the statement itself. Keep the confirmation. If a delinquency notice arrives later, it is your proof of when you filed.^{1, 5}

For how biennial and annual filings compare across states, see annual reports explained. If you also hold an LLC in another state, staying compliant in Arizona shows a state with no report at all, and staying compliant in Nevada shows a yearly model.

What state tax does a California LLC owe each year?

Every California LLC, and every out-of-state LLC registered here, owes the Franchise Tax Board an $800 annual LLC tax each year, plus an LLC fee once California income reaches the threshold.²

The Board's wording sets no income condition on the tax: "Every LLC that is doing business or organized in California must pay an annual tax of $800." That bill comes from a different agency than the Statement of Information, on a different schedule, and the Secretary of State does not collect it.²

• First payment: due by the 15th day of the 4th month after filing with the SOS. The clock starts on your filing date, not on the calendar year.²
• The LLC fee starts from $900 when total California income is $250,000 or more. The LLC fee tops out at $11,790 for $5 million or more.²
• No first-year break. The first-year exemption applied only to LLCs formed in tax years beginning 2021 through 2023, so an LLC formed now owes the tax from the start.²
• Foreign LLCs registered in California also owe the $800 annual tax.⁶

This page does not cover income tax, sales tax or payroll registrations. Other state agencies and the IRS handle those, and a tax professional can say how your LLC's income is taxed given its ownership and any election it has made. Keep the Board's dates on their own list; the Statement of Information calendar does not include them.

What happens if a California LLC files late or gets suspended?

A late Statement of Information leads to a delinquency notice; if the LLC still has not filed within 60 days of a delinquency notice, the Franchise Tax Board assesses a $250 penalty.³

The sequence runs across two agencies.

1. The Statement of Information comes due and is not filed.
2. The Secretary of State sends a delinquency notice.
3. If the statement is still missing after that window, the Secretary of State can certify the LLC to the Franchise Tax Board.
4. The Board assesses the penalty.

Suspension is a separate matter, and this page's sources don't name a missed statement as its cause. The cure depends on which agency imposed it. The Secretary of State's FAQ says an SOS suspension is lifted by filing a current Statement of Information. A Franchise Tax Board suspension needs an Application for Certificate of Revivor (FTB 3557) and whatever the Board requires. Where both apply, the entity stays suspended until both the Secretary of State and Franchise Tax Board revivor requirements have been met.⁵

The Secretary of State lists no separate reinstatement fee. The sources for this page did not capture the Board's revivor costs or what back taxes and penalties it will ask for, so contact the Board for your figure. If the business kept trading or signed contracts while suspended, talk to a lawyer about where that leaves those agreements. The California agent for service of process guide covers what a missing agent means in more detail.

How do you keep your California agent and addresses current?

California's LLC statute provides for an agent for service of process (Cal. Corp. Code §17701.13(a)(2)), and any change is reported on a Statement of Information, which the fee chart lists as "No fee" when filed between required statements.^{4, 7}

How to update the record

The Statement of Information instructions describe the update filing as one made "to update information including changes to the agent for service of process." The same goes for a new principal office or mailing address. Line up the new agent first, file the statement, and only then cancel the old service; the step-by-step guide to changing an agent and how to cancel an agent service cover the order.⁴

If your agent resigns, the agent's authority ends on filing, and the statute says the LLC "shall promptly file an initial or amended statement of information". The Secretary of State sends written notice of the resignation to your principal office, which is one more reason to keep that address current.⁸

What compliance features do and don't cover here

Several of the plans below are priced per year or per report. California's main filing is biennial, and its biggest recurring cost is a tax paid to a different agency. Providers below are listed by our score, highest first.

• Tailor Brands includes annual compliance report filing in its Essential and Elite plans; it is not in Lite.⁹
• ZenBusiness's agent service page mentions annual report reminders and state compliance notices.¹⁰
• LegalZoom charges $99 + state filing fees for annual report filing, and its agent service sends reminders when tax and annual report deadlines are approaching.^{11, 12}
• Northwest Registered Agent charges $100 + state fees for its annual report service, and its page says that with agent service "you'll automatically be enrolled in our renewal service".¹³
• InCorp Services charges $89 + state fees for annual report filing, and its agent service sends email reminders before deadlines for annual reports, franchise tax.^{14, 15}
• Harbor Compliance charges $199 per state per year plus filing fees for annual report filing. In a biennial state, ask which years that charge buys a filing.¹⁶

None of these plans, as published, says it pays the Franchise Tax Board's annual tax for you. Ask in writing whether a plan files the Statement of Information, tracks the tax date, or both.

Renewal terms deserve the same check. Swyft Filings bills its agent service at $149 per quarter, Northwest Registered Agent lists $125 per year, and Harbor Compliance renews at $159 annually. Side-by-side terms are on the California agent comparison, and a cross-state view of these tools is on services with compliance tools.^{17, 18, 19}

What does a California LLC calendar look like in the first year and the second?

The first year carries two state deadlines measured from your filing date, the Statement of Information and the first annual tax payment, and the second year usually brings only the tax.

Year one

1. Articles filed. Note the filing date the Secretary of State gives you. Both early deadlines count from it. How to file is in our California LLC formation guide.
2. File the first Statement of Information within 90 days of formation, for $20. List the agent exactly as on the Articles.¹
3. Pay the first annual tax to the Franchise Tax Board by the 15th day of the 4th month after filing with the SOS.²
4. Set up your agent's notices: check the email and phone the service will use, and write down its renewal date.
5. Check which other tax and payroll registrations apply to the business, and keep those dates on a separate list.

Year two and after

1. Pay the annual LLC tax each year, and the LLC fee if income reaches the threshold. The Board sets the date for later years; confirm it with the Board.
2. File the next Statement of Information on the biennial cycle. Off years have no statement due, though a change can be reported at any time.
3. Renew or replace your agent service before any notice deadline in its terms.
4. Look up your LLC on the Secretary of State's records once a year. If the agent or an address is wrong, file an update, which the fee chart lists as "No fee".⁴

For the full cost of forming and running an LLC here, see the cheapest ways to form a California LLC. Terms such as suspension and service of process are defined in our glossary.