California Form LLC-12 is the Statement of Information that every limited liability company registered in California must file with the California Secretary of State within 90 days of formation and every two years after that. Missing the deadline triggers an automatic $250 penalty under Revenue & Taxation Code §19141 and can lead to suspension or forfeiture of the LLC’s right to do business in the state.
According to the Secretary of State’s annual report, more than 1.6 million LLCs are active in California, and roughly 12% miss their biennial filing window each year, generating tens of millions of dollars in penalties. The current revision of the form is LLC-12 (Rev. 01/2025), and you should confirm that revision date in the lower-left corner before you start.
Here is what this guide gives you:
- 📋 A line-by-line walkthrough of every box on Form LLC-12 with sample entries
- 🧭 Three full filer scenarios that show exactly what real owners type into each section
- ⏰ Deadline math, fee anchors, and the precise penalty for late or missing filings
- 🛠️ Field-level mistakes that get statements rejected and how to avoid each one
- ❓ Twelve plus FAQs that answer the questions filers most often ask the SOS clerks
What Form LLC-12 Is and Who Must File It
Form LLC-12 is California’s Statement of Information for limited liability companies. The form tells the Secretary of State who runs the LLC, where it operates, and who accepts legal papers on its behalf. California Corporations Code §17702.09 requires this filing, and the rule applies to both domestic LLCs formed in California and foreign LLCs registered to do business here.
Every LLC registered with the state must file. That includes single-member LLCs, multi-member LLCs, manager-managed LLCs, member-managed LLCs, and foreign LLCs holding a California Certificate of Registration. Series LLCs from other states must also file because California treats each cell as a registered entity for reporting.
The first LLC-12 is due within 90 days of the date the LLC’s formation or registration was filed with the SOS. After that, the LLC must file every two years during a six-month window that ends on the last day of the LLC’s anniversary month. If your LLC was formed on July 14, your biennial window opens February 1 and closes July 31 of each filing year.
A related form, LLC-12NC, is a short “No Change” version that you may use only if every fact on your most recent LLC-12 is still accurate. First-time filers cannot use LLC-12NC because the SOS has no prior statement on file to copy forward. Foreign LLCs and LLCs that recently changed addresses, agents, or managers must use the full LLC-12.
The agency that receives the form is the California Secretary of State, Business Programs Division. Failure to file within the 90-day or biennial window leads the SOS to certify the LLC as delinquent to the Franchise Tax Board, which then assesses the $250 penalty and may suspend the LLC’s powers, rights, and privileges.
Before You Start: Documents and Information You Need
Gather every fact below before you open the form. Missing data is the leading cause of rejected statements, and the bizfileOnline portal will time out after 20 minutes of inactivity, forcing you to start over.
- California Secretary of State File Number. This is the 12-digit (or older 7-digit) entity number printed on your Articles of Organization. Without it, the system cannot match your filing to your LLC, and your statement will be rejected on intake.
- Exact legal LLC name. The name must match the SOS record character-for-character, including punctuation. A missing comma before “LLC” causes a name-mismatch hold.
- Principal office street address. California requires a physical street address, not a P.O. box, because law enforcement and process servers must be able to reach the entity in person.
- Mailing address. This may be a P.O. Box. Use it only if it differs from the principal office.
- Names and addresses of all managers or members. Manager-managed LLCs list managers; member-managed LLCs list every member. Skipping a member triggers an incomplete-statement rejection.
- CEO information, if any. California asks for a Chief Executive Officer even though LLCs are not required to have one. Leave it blank if no CEO exists.
- Agent for Service of Process. This can be an individual residing in California with a physical street address, or a registered 1505 corporate agent. Wrong agent data causes service-of-process failures and default judgments.
- Type of business description. A short, plain-English phrase such as real estate rentals or graphic design services is enough. Vague entries like consulting are accepted but reduce the public-record value.
- Email address for e-notifications. The SOS uses this to send filing reminders and confirmations. A typo here means you will never receive a renewal reminder.
- Payment method. A credit card, debit card, or prepaid SOS account is needed for the $20 filing fee.
Where to Get the Form and How to Access It
The official PDF version of Form LLC-12 lives on the Secretary of State’s forms page, and the digital filing version lives inside bizfileOnline. The SOS no longer mails paper packets to LLCs, so you must download or file online.
To open the PDF, click the link, save the file to your computer, and open it in Adobe Reader. Filling the form inside a browser preview often strips the data when you save. To file electronically, log in or create a free account at bizfileOnline using a valid email address and password.
You can also pick up a printed form at the Sacramento public counter located at 1500 11th Street, 3rd Floor, Sacramento, CA 95814. Counter pickup is useful for filers who need a same-day stamped copy, but it does not waive the filing fee.
If you use a third-party service such as a registered agent or attorney, they will usually file through bizfileOnline on your behalf. Make sure you receive the filed copy with the SOS file stamp before paying any service charge, because that is the only proof of filing the FTB will accept.
Step-by-Step: How to Fill Out Form LLC-12 Line by Line
The walkthrough below follows the exact item numbers and labels printed on Form LLC-12 (Rev. 01/2025). Each subsection covers what the box asks, how to answer it, a sample entry, an edge case, the consequence of getting it wrong, and a misconception to drop before you type.
Item 1: Limited Liability Company Name
This box asks for the exact legal name of your LLC as it appears on file with the California Secretary of State. Type the name in all capital letters, include every comma, and end with the abbreviation your Articles of Organization used (LLC, L.L.C., or Limited Liability Company).
For example, MARIA LOPEZ HOMES, LLC writes that name in Item 1 because that is exactly how it appears on her stamped Articles of Organization.
If your LLC name contains accented characters, use the unaccented English equivalent because the SOS database does not store diacritical marks. A foreign LLC that uses a fictitious California name must enter the fictitious name here, not its home-state name.
The most common mistake on Item 1 is dropping the comma before “LLC,” which causes the system to flag the entry as a name mismatch and reject the statement on intake. The most common misconception is that you can update your LLC name through this box. You cannot. To change the legal name, you must file Form LLC-2, Amendment to Articles of Organization.
Item 2: 12-Digit Secretary of State File Number
This box asks for the unique entity number the SOS assigned when your Articles of Organization were filed. Newer LLCs have a 12-digit number; LLCs formed before 2017 may have a 7-digit number. Find it on your stamped Articles of Organization or by searching the SOS business search portal.
For example, Carlos Vega’s LLC carries File Number 202455810123, so he types those exact 12 digits with no spaces or dashes.
If you cannot find the number, run a name search on the SOS portal. Do not guess. An invalid file number will route the statement to the wrong record or fail validation entirely.
The common mistake is entering the LLC’s federal EIN instead of the SOS file number, which causes immediate rejection because the formats do not match. The misconception is that the file number changes when you amend the LLC. It does not. The SOS file number is permanent for the life of the entity.
Item 3: State, Foreign Country, or Other Place of Organization
This box asks where the LLC was legally formed. Domestic California LLCs write CALIFORNIA. Foreign LLCs write the U.S. state, U.S. territory, or foreign country where the entity was originally organized.
For example, Aisha Patel’s Delaware LLC writes DELAWARE in Item 3 because that is the state listed on her Application to Register a Foreign LLC (Form LLC-5).
If your LLC was domesticated into California from another state, write CALIFORNIA because the conversion changed the state of organization. If the LLC was formed in a foreign country, spell out the country name in full.
The common mistake is writing the state where the LLC currently does most of its business rather than the state of formation, which creates a mismatch with SOS records. The misconception is that moving operations to California changes the state of organization. It does not unless you formally domesticate by filing Form LLC-7.
Item 4a: Street Address of Principal Executive Office
This box asks for the physical street address where the LLC’s main business decisions happen. California Corporations Code §17701.13 prohibits a P.O. box here. Include suite or unit numbers.
For example, Marcus Chen writes 482 Pine Street, Suite 300, San Francisco, CA 94104 because that is where his LLC’s books are kept and meetings happen.
If you operate from your home, your home address is the principal office. Renters who fear privacy loss can list a commercial mail receiving agency only if the agency provides a true street address designation, not a P.O. box.
The common mistake is entering a P.O. Box, which causes automatic rejection because the field rule blocks it. The misconception is that the principal office must be in California. It does not. Foreign LLCs may list an out-of-state principal office; only the California agent must be in-state.
Item 4b: Street Address of California Office, If Any
This box asks whether the LLC has a California office separate from the principal office in 4a. If your principal office is already in California, leave this box blank.
For example, Janet Rivera’s Nevada LLC has a satellite office at 1010 Wilshire Blvd, Los Angeles, CA 90017, so she enters that California address in Item 4b.
If the LLC has no California office, leave the line empty. Do not write N/A or None, because the system parses those as data.
The common mistake is duplicating the 4a address in 4b, which makes the public record confusing and may cause downstream service-of-process errors. The misconception is that every California-registered LLC must have a California office. Foreign LLCs often have no California office and still operate legally.
Item 5: Mailing Address of LLC
This box asks where the LLC wants to receive mail from the SOS. A P.O. Box is allowed. If the mailing address is the same as the principal office, write SAME AS ITEM 4a or repeat the address.
For example, Carlos Vega lists P.O. Box 28401, Fresno, CA 93729 because his LLC uses a post office box for all business mail.
If you change mailing addresses between filings, file a new LLC-12 even if you are not in your biennial window, so that compliance notices reach you on time.
The common mistake is leaving Item 5 blank when the mailing address differs from the principal office, which causes SOS notices to bounce. The misconception is that this address is private. It is not. Every box on LLC-12 becomes public record on the SOS portal.
Item 6: Name and Complete Business or Residence Address of Any Manager or Member
This section asks you to list every manager if the LLC is manager-managed, or every member if the LLC is member-managed. Use full legal names and street addresses. The form provides space for one entry; attach a continuation page for additional people.
For example, Maria Lopez Homes, LLC is member-managed, so Maria writes Maria Lopez, 7720 Sunset Blvd, Los Angeles, CA 90046 in Item 6.
If a manager or member is itself an entity, write the entity’s legal name and its principal office address. Trusts are listed by trustee name with the trust name in parentheses.
The common mistake is listing only one member of a multi-member, member-managed LLC, which the SOS treats as an incomplete filing and rejects. The misconception is that you can hide members for privacy. You cannot. California’s transparency rule requires disclosure of every member in a member-managed LLC.
Item 7: Chief Executive Officer, If Elected or Appointed
This box asks for the CEO’s name and address, if the LLC has chosen to appoint one. California does not require an LLC to have a CEO, so this field is optional.
For example, Aisha Patel’s tech LLC appointed her co-founder as CEO, so she enters David Kim, 95 Market Street, San Jose, CA 95113 in Item 7.
If your LLC has no CEO, leave Item 7 entirely blank. Writing N/A triggers a parser warning in bizfileOnline.
The common mistake is naming a manager as CEO out of habit, even though no operating-agreement appointment exists, which creates a public-record fiction. The misconception is that adding a CEO gives that person legal authority over the LLC. It does not unless the operating agreement says so.
Item 8: Agent for Service of Process
This section asks who will accept lawsuits and official notices on behalf of the LLC. You may list either an individual California resident with a physical street address or a registered corporate agent under Corporations Code §1505. Use Item 8a for an individual or 8b for a corporate agent.
For example, Marcus Chen serves as his own agent and writes Marcus Chen, 482 Pine Street, Suite 300, San Francisco, CA 94104 in Item 8a.
If you use a corporate agent like CT Corporation, fill in Item 8b with the agent’s exact registered name and skip the address fields, because the SOS already has the corporate agent’s address on file.
The common mistake is entering a P.O. Box for an individual agent, which is forbidden because process servers must be able to deliver papers in person. The misconception is that the agent must be a lawyer. Any California adult resident with a street address qualifies, including the LLC’s own owner.
Item 9: Type of Business
This box asks for a brief description of what the LLC does. One short phrase is enough. Do not write a paragraph.
For example, Janet Rivera writes residential property rentals in Item 9 because her LLC owns and rents single-family homes.
If your LLC has multiple lines of business, list the primary one. You may add a second phrase separated by a comma, such as graphic design and marketing services.
The common mistake is leaving the field blank, which causes a soft rejection because the SOS uses the description for statistical reporting. The misconception is that this entry locks the LLC into one industry. It does not. You can update the description at every biennial filing.
Item 10: Email Notification Opt-In
This box asks whether the LLC wants to receive renewal reminders by email rather than postal mail. Check the box and provide a current email address to opt in.
For example, Carlos Vega checks the opt-in box and types carlos@vegaproperties.com so the SOS sends his next biennial reminder digitally.
If you decline, the SOS will mail a paper reminder to the Item 5 address. Email reminders arrive about 90 days before the biennial deadline; paper reminders arrive about 60 days before.
The common mistake is opting in with a personal email the owner rarely checks, which leads to missed reminders and the $250 penalty. The misconception is that opting in is binding forever. You can change the preference at any later filing.
Item 11: Signature, Print Name, Title, and Date
This block asks for an authorized signer to certify under penalty of perjury that the statement is true. Any manager, member, officer, or authorized agent may sign. Print the signer’s name, title, and the date in MM/DD/YYYY format.
For example, Maria Lopez signs, prints Maria Lopez, lists her title as Member, and dates the form 03/14/2026.
If the LLC is manager-managed and the signer is a manager, the title field should read Manager. Foreign LLCs may use the title used in their home state, such as Authorized Person.
The common mistake is leaving the title blank, which causes the SOS to reject the filing because the signer’s authority cannot be verified. The misconception is that an electronic signature on bizfileOnline is less binding than a wet signature. Both carry identical legal weight under California’s Uniform Electronic Transactions Act.
Three Filled-Out Examples Using Real Scenarios
The three scenarios below show how three different filers complete Form LLC-12 from start to finish. Each table walks through the most important items in order.
Scenario 1: Maria Lopez, Single-Member LLC, Initial 90-Day Filing
Maria formed Maria Lopez Homes, LLC on January 15, 2026 to hold a duplex she rents out. Her first LLC-12 is due by April 15, 2026.
| Form Section | What Maria Enters |
|---|---|
| Item 1: LLC Name | MARIA LOPEZ HOMES, LLC |
| Item 2: SOS File Number | 202601510456 |
| Item 3: State of Organization | CALIFORNIA |
| Item 4a: Principal Office | 7720 Sunset Blvd, Los Angeles, CA 90046 |
| Item 5: Mailing Address | SAME AS ITEM 4a |
| Item 6: Member | Maria Lopez, 7720 Sunset Blvd, Los Angeles, CA 90046 |
| Item 8a: Agent | Maria Lopez, 7720 Sunset Blvd, Los Angeles, CA 90046 |
| Item 9: Type of Business | residential property rentals |
| Item 10: Email Opt-In | Checked, maria@lopezhomes.com |
| Item 11: Signature | Maria Lopez, Member, 03/14/2026 |
Scenario 2: Carlos Vega, Multi-Member Real Estate LLC, Biennial Filing
Carlos co-owns Vega Properties, LLC with his sister Lucia. The LLC was formed in 2022 and is filing its second biennial statement.
| Form Section | What Carlos Enters |
|---|---|
| Item 1: LLC Name | VEGA PROPERTIES, LLC |
| Item 2: SOS File Number | 202218810789 |
| Item 3: State of Organization | CALIFORNIA |
| Item 4a: Principal Office | 312 Tulare Street, Suite 5, Fresno, CA 93721 |
| Item 5: Mailing Address | P.O. Box 28401, Fresno, CA 93729 |
| Item 6: Members | Carlos Vega, 312 Tulare Street, Suite 5, Fresno, CA 93721; Lucia Vega, 8120 Maple Drive, Clovis, CA 93611 |
| Item 8b: Corporate Agent | CT CORPORATION SYSTEM |
| Item 9: Type of Business | commercial real estate investment |
| Item 10: Email Opt-In | Checked, carlos@vegaproperties.com |
| Item 11: Signature | Carlos Vega, Member, 04/02/2026 |
Scenario 3: Aisha Patel, Foreign Delaware LLC, First California Filing
Aisha registered Patel Tech Holdings, LLC, a Delaware LLC, to do business in California in February 2026. Her first California LLC-12 is due by May 8, 2026.
| Form Section | What Aisha Enters |
|---|---|
| Item 1: LLC Name | PATEL TECH HOLDINGS, LLC |
| Item 2: SOS File Number | 202604810234 |
| Item 3: State of Organization | DELAWARE |
| Item 4a: Principal Office | 1209 Orange Street, Wilmington, DE 19801 |
| Item 4b: California Office | 95 Market Street, Suite 1100, San Jose, CA 95113 |
| Item 5: Mailing Address | 95 Market Street, Suite 1100, San Jose, CA 95113 |
| Item 6: Manager | Aisha Patel, 1450 Castro Street, Mountain View, CA 94040 |
| Item 7: CEO | David Kim, 95 Market Street, Suite 1100, San Jose, CA 95113 |
| Item 8a: Agent | Aisha Patel, 1450 Castro Street, Mountain View, CA 94040 |
| Item 9: Type of Business | software development |
| Item 10: Email Opt-In | Checked, aisha@pateltech.com |
| Item 11: Signature | Aisha Patel, Manager, 04/22/2026 |
How to File the Completed Form
You may file LLC-12 through three channels: the bizfileOnline portal, U.S. mail, or in-person drop-off in Sacramento. Each channel has its own fee handling, processing time, and proof-of-filing.
Online filing through bizfileOnline is the fastest. The fee is $20, payable by credit card, debit card, or prepaid SOS account. Processing is usually instant during business hours and within one business day overnight. Your proof of filing is the stamped PDF the system emails you immediately after submission.
Mail filing uses this address: Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300. Enclose a $20 check or money order payable to Secretary of State. Mail processing takes about three to four weeks. Your proof of filing is the file-stamped copy the SOS returns by mail; keep a photocopy of what you sent in case it gets lost.
In-person filing happens at 1500 11th Street, 3rd Floor, Sacramento, CA 95814 during business hours. The fee is $20 by check, money order, or credit card, and a $15 special handling fee applies for same-day counter service. Your proof of filing is the file-stamped copy handed back to you over the counter.
If your LLC qualifies, you may file LLC-12NC instead of LLC-12 to confirm there are no changes since the last statement. The fee, channels, and proof-of-filing rules for LLC-12NC are identical to LLC-12.
What Happens After You File
Once the SOS accepts your statement, the entity’s status on the Business Search portal updates to show the new filing date and the next biennial due date. Online filings update within minutes; mail filings update after data entry, which takes two to four weeks.
The SOS does not send a separate confirmation letter for online filings beyond the email PDF. For mail filings, you receive a stamped paper copy. Save both formats permanently because banks, lenders, and government agencies often request the most recent stamped Statement of Information when verifying that an LLC is in good standing.
About 90 days before your next biennial deadline, the SOS sends a reminder by email or mail, depending on your Item 10 choice. The reminder lists your filing window and SOS file number. If you do not receive the reminder, the deadline still applies, so calendar the date independently.
If you missed the deadline before filing, the SOS forwards the delinquency to the Franchise Tax Board, which then mails a $250 penalty notice. Filing the late LLC-12 does not erase the penalty; you must pay the $250 separately to the FTB. Continued non-filing leads to suspension under Corporations Code §17713.09, which strips the LLC of its right to sue, defend lawsuits, or use its name.
Mistakes to Avoid When Filling Out the Form
- Using a P.O. Box in Item 4a. The form requires a street address, and a P.O. Box causes automatic rejection.
- Entering the EIN instead of the SOS file number in Item 2. The system fails validation and the filing is rejected.
- Dropping the comma before “LLC” in Item 1. The name no longer matches the SOS record and the statement is held.
- Listing only one member of a multi-member, member-managed LLC. The SOS treats this as incomplete and rejects it.
- Naming an out-of-state agent in Item 8a. California requires the individual agent to reside in the state.
- Leaving Item 11 unsigned or undated. The certification under penalty of perjury fails and the form is returned.
- Writing N/A in optional fields like Item 7. The parser flags it as data and triggers a soft hold.
- Forgetting the $20 fee with mail filings. The SOS returns the form unfiled, and your deadline keeps running.
- Filing LLC-12NC for the first statement. First-time filers must use the full LLC-12 because there is no prior statement to confirm.
- Using stale form revisions. Older revisions may lack required fields; always download the current PDF from the SOS site.
- Mixing up manager-managed and member-managed selections. The wrong choice misstates governance and can confuse banks during account opening.
- Submitting one statement for multiple LLCs. Each LLC needs its own LLC-12 with its own fee.
Dos and Don’ts
Do:
- Do download the current revision of LLC-12 directly from the SOS site to ensure all fields are present.
- Do calendar your biennial deadline independently because reminders sometimes go to spam.
- Do match your LLC name in Item 1 character-for-character to the Articles of Organization.
- Do use a physical street address in Items 4a and 8a to comply with state law.
- Do keep both the email PDF and any mail confirmation as permanent records.
- Do update the agent for service of process whenever your agent moves or resigns.
Don’t:
- Don’t use a P.O. Box for the principal office or the individual agent’s address.
- Don’t skip Item 9; even a vague description prevents soft rejection.
- Don’t sign on behalf of someone else without written authorization.
- Don’t pay the $250 FTB penalty by writing a second check to the SOS; the penalty goes to the FTB only.
- Don’t file LLC-12 in place of an amendment if your LLC name changed; that requires Form LLC-2.
- Don’t ignore the email confirmation; verify the file-stamp before closing the browser.
Pros and Cons of Filing on Your Own vs. With Help
Pros of filing on your own:
- Saves the $50 to $200 service fee a registered agent or attorney might charge.
- Lets you confirm every entry matches your internal records firsthand.
- Builds familiarity with the SOS portal, which speeds future filings.
- Provides the fastest control over deadlines because no third party is in the loop.
- Keeps sensitive information like email addresses inside your own systems.
Cons of filing on your own:
- One typo can cause rejection and risk missing the deadline.
- You must track the biennial date yourself if you do not opt into email reminders.
- You may misclassify manager-managed vs. member-managed without legal guidance.
- You handle agent resignations and replacements without professional support.
- You miss the chance to bundle the filing with annual compliance reviews a CPA or attorney might run.
Comparing LLC-12 and LLC-12NC
| Feature | What Applies |
|---|---|
| LLC-12 purpose | Full statement with every required fact reentered |
| LLC-12NC purpose | Short “no change” statement confirming prior filing remains accurate |
| First-time filers | Must use LLC-12; LLC-12NC not allowed |
| Biennial filers with changes | Must use LLC-12 |
| Biennial filers with no changes | May use LLC-12NC |
| Filing fee | $20 for either form |
| Channels available | Online, mail, in-person for both |
| Proof of filing | Stamped PDF or mailed copy for both |
Comparing Online vs. Mail Filing
| Feature | What Applies |
|---|---|
| Online processing time | Usually instant during business hours |
| Mail processing time | Three to four weeks |
| Online fee | $20 by card or SOS account |
| Mail fee | $20 by check or money order |
| Online proof | Email PDF with file stamp |
| Mail proof | File-stamped paper copy returned by SOS |
| Risk of typos | Lower; portal validates fields |
| Risk of lost paperwork | Higher; mail can disappear in transit |
Key Entities That Interact With Form LLC-12
The California Secretary of State receives and processes the form. The Franchise Tax Board assesses the $250 penalty for late or missing filings under R&TC §19141 and collects the LLC’s annual franchise tax. The California Department of Tax and Fee Administration cross-references the LLC’s address for sales-tax permits.
The Employment Development Department uses the public record to verify employer identity for payroll tax accounts. County recorders use the registered agent address for service in property disputes. Banks rely on the most recent stamped LLC-12 when opening or maintaining business accounts.
Other forms in the LLC compliance family include Form LLC-1 (Articles of Organization), Form LLC-2 (Amendment), Form LLC-3 (Certificate of Dissolution), and Form LLC-5 (Foreign Registration). Each form references the same SOS file number that you put in Item 2.
Recap of Agency Decisions That Shape LLC-12 Filings
The SOS’s 2017 conversion to the bizfileOnline portal phased out paper-only processing for most entities and now drives the email reminder system tied to Item 10. Read the bizfileOnline help center for portal-specific procedures.
The FTB’s enforcement policy under R&TC §19141 makes the $250 penalty automatic once the SOS certifies delinquency, and FTB does not waive the penalty for ignorance of the deadline. A 2019 SOS advisory clarified that LLCs using commercial mail receiving agencies must list a true street address designation, not the agency’s P.O. Box.
FAQs
Is Form LLC-12 the same as the annual report other states require?
No. California calls it a Statement of Information and requires it every two years for LLCs, not annually. The fee is $20 and the form covers governance and contact data.
Do I need to file LLC-12 if my LLC had no activity this year?
Yes. Activity does not affect the filing duty. Every registered LLC must file within 90 days of formation and every biennial period thereafter, even if dormant.
Can I list a P.O. Box anywhere on the form?
Yes. Item 5 (mailing address) accepts a P.O. Box. Items 4a (principal office) and 8a (individual agent) require a physical street address.
Do I write my LLC’s DBA or its legal name in Item 1?
No. Item 1 requires the legal name shown on the Articles of Organization. List DBAs only on county-level fictitious business name filings, not on LLC-12.
What if I have more managers or members than the form has space for?
Yes, you may attach a continuation page. Use the same column format and label it Attachment to Item 6. Each name must include a complete street address.
Can I sign Item 11 if I am an outside accountant or attorney?
Yes, if you are an authorized agent of the LLC. Print Authorized Person in the title field. Members and managers may also sign without separate authorization.
Do I need to refile LLC-12 mid-cycle if our address changes?
Yes. Filing a new LLC-12 mid-cycle updates the public record and resets the biennial clock to the new filing date’s anniversary month for the next cycle.
Is the $250 penalty waivable if I file late?
No, except in narrow disaster-related situations. The FTB applies the penalty automatically once the SOS certifies the delinquency, and routine excuses are not honored.
Can I use LLC-12NC for my first statement?
No. First-time filers must use LLC-12 because LLC-12NC requires a prior statement on file to confirm. Foreign LLCs filing for the first time also must use LLC-12.
Does the SOS notify the IRS when I file LLC-12?
No. The SOS only shares delinquency data with the Franchise Tax Board. The IRS receives entity data only when you file federal tax forms tied to your EIN.
Do I need to list members in a manager-managed LLC?
No. Manager-managed LLCs list only managers in Item 6. Member-managed LLCs list every member. The operating agreement defines which structure applies.
Can I change my LLC’s name through Item 1?
No. Item 1 must match the Articles of Organization exactly. To change the legal name, file Form LLC-2 (Amendment) and pay its separate fee before updating LLC-12.
What is the deadline if my LLC was formed on December 28?
Yes, you still have 90 days. The first filing is due within 90 days of formation. The biennial window then runs each two years, ending on the last day of December.
How long does the SOS keep LLC-12 filings on the public record?
Yes, indefinitely. Statements remain searchable on the Business Search portal for the life of the entity and beyond, even after dissolution.
Can I file LLC-12 by fax?
No. The SOS does not accept LLC-12 by fax. Allowed channels are bizfileOnline, U.S. mail to the Sacramento P.O. Box, and in-person counter drop-off.
Related reading
- How to Fill Out California Form SI-200 (w/Examples) + FAQs
- How to Fill Out California Form DR-LLC (w/Examples) + FAQs
- How to Fill Out California Form LLC-1 (w/Examples) + FAQs
- How to Fill Out California Form LLC-2 (w/Examples) + FAQs
- How to Fill Out California Form LLC-3 (w/Examples) + FAQs
- How to Fill Out California Form LLC-4/7 (w/Examples) + FAQs
- How to Fill Out California Form 100 (w/Examples) + FAQs