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California LLC Biennial Filing: Miss the Window, Risk Suspension

October 14, 2026
California LLC Biennial Filing: Miss the Window, Risk Suspension

File Form LLC-12 within 90 days of registering your California LLC, then every two years during your six-month filing window, Sos. Every domestic and registered foreign LLC in California owes this filing. Missing it triggers penalties and can eventually suspend your LLC's right to operate, so file promptly if you're unsure of your status.

TL;DR:

  • After initial filing, later statements are due every other year during a period of six months, covering your registration month and the five preceding months.
  • A full Form LLC-12 costs $20, but qualifying LLCs with no changes since their last complete filing can submit LLC-12NC at no charge.
  • After a delinquency notice, you typically have 60 days to file; then the Franchise Tax Board assesses $250, and continued noncompliance can suspend your LLC’s legal status.
  • Check Business Search for your current status and last filing date, and update addresses and registered agent details so official reminders and notices reach you.
  • Suspension does not cancel the separate $800 annual franchise tax, so restoring good standing requires resolving both the overdue statement and any tax obligations.
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Table of Contents

What the Statement of Information covers and who owes it

The Statement of Information is the public record the Secretary of State uses to keep your LLC's contact and management details current. Anyone, including lenders, courts and business partners, can pull it up to confirm who runs your company and where to reach it.

The requirement reaches every LLC organized in California and every foreign LLC registered to transact business here. There's no exemption for small or inactive entities.

The filing obligation comes straight from statute, not agency preference. California Corporations Code section 17702.09 requires delivery of a Statement within 90 days of registration and biennially after that, during a defined filing period.

  • Domestic LLCs formed in California must file, regardless of revenue or activity level.
  • Foreign LLCs registered to transact intrastate business in California carry the same obligation.
  • The Secretary of State uses the filing to send statutory reminders and notices to your LLC's address on record.

When is your LLC's statement due, and how do you find your window

The initial Statement of Information is due within 90 days of registering your LLC with the Secretary of State, according to SOS filing guidance. After that, the filing becomes biennial, meaning you file once every two years rather than annually.

Your specific window is tied to the month your LLC was originally registered. Corporations Code section 17702.09 defines the "applicable filing period" as your registration month plus the five preceding months, a rolling six-month window that repeats every two years.

To find your exact window:

  1. Visit the Secretary of State's Business Search and locate your LLC.
  2. Note the "Date Filed" shown on your entity record.
  3. Count that month plus the five months before it: that's your filing window every two years going forward.

An LLC registered in October, for example, has a filing window running from May through October of its filing year. The filing fee is a flat $20, set by the Secretary of State, regardless of how many managers or members you list.

The Secretary of State does send a courtesy reminder ahead of your deadline, but a missed notice is not a legal excuse. The statute puts the burden on you to track and file on time.

How to file your Statement of Information step by step

Filing online through bizfile is the fastest route, but a few setup steps catch owners off guard if left until the last minute.

  1. Gather your SOS file number, principal and California business addresses, mailing address, and the names and addresses of your managers or members.
  2. Confirm your registered agent's name and California street address, and have a one-line description of your business activity ready.
  3. Create or log into your bizfile User Access account at bizfile.sos.ca.gov; setting this up ahead of your window avoids login delays when your deadline is close.
  4. Select Form LLC-12 for a fulfiling, or LLC-12NC (Statement of No Change) if nothing has changed since your last complete filing and you qualify.
  5. Attach Form LLC-12A if you have more managers or members than fit on the main form.
  6. Submit payment and save your confirmation, which typically processes within a few business days online.

If you'd rather not file online, the Secretary of State accepts mailed or dropped-off paper filings, though copy and certification fees apply if you want proof of filing returned to you.

Pro Tip: Set up your bizfile User Access at the start of your filing window, not the end, since account verification can take longer than expected.

What Form LLC-12 asks for and what it costs

Form LLC-12 is short, but every field has to be accurate or the Secretary of State will reject it. Before you start, confirm you have the following on hand.

  • Your exact LLC name as registered and your SOS file number.
  • Principal office address and California business address, plus a mailing address if different.
  • Names and addresses of all managers or members, using Form LLC-12A as an attachment if you need more room.
  • Your registered agent's name and California street address.
  • A brief description of your LLC's business activity.
  • A response to the Labor Judgment disclosure question, added under AB 3075.

The standard filing fee is $20, with a $1 fee for the first copy page and $0.50 per additional attachment page if you request copies, plus a $5 fee for certified copies when you need one notarized for a lender or court. If your last complete filing had no changes, you may qualify to file the no-fee LLC-12NC instead of a full LLC-12.

What happens if you miss the deadline

Missing your filing window doesn't trigger an instant penalty, but the clock starts immediately. The Secretary of State issues a delinquency notice, and you typically have a 60-day window to file before the matter moves to the Franchise Tax Board.

Once FTB involvement begins, a $250 penalty is assessed and collected, per Franchise Tax Board policy, and continued noncompliance can lead to suspension or forfeiture of your LLC's legal status in California.

  • A suspended LLC loses the right to legally transact business, sue, or defend itself in court.
  • Contracts signed while suspended may be voidable, creating risk for anyone doing business with you.
  • Suspension doesn't erase your separate obligation to pay the state's annual $800 franchise tax; both issues need resolving.

To fix a delinquency, file the overdue Statement, pay any assessed penalty, and contact the Franchise Tax Board directly for the specific steps to revive your LLC's standing.

Pro Tip: Resolve a delinquency the moment you spot it: the longer an LLC stays suspended, the more paperwork it takes to revive.

Longer suspension leads to more revival paperwork

How to confirm your filing status and stay ahead of deadlines

Checking your status takes a few minutes. Search your LLC on the Secretary of State's Business Search tool, where a filed Statement of Information shows up with its filing date, and you can pull a copy directly from the same record.

  • Confirm your LLC's current status and last filing date through Business Search before assuming you're covered.
  • Keep your registered agent and addresses current year-round so SOS and FTB notices actually reach you.
  • Build a compliance calendar around your specific six-month window rather than relying solely on the SOS courtesy reminder.
  • Set up or renew bizfile User Access, or authorize a filing agent, with enough lead time before your window opens.

Why timely filing is worth treating as routine, not optional

Owners tend to underestimate how disruptive a lapsed filing becomes. A $250 penalty is manageable, but suspension freezes contracts, banking, and legal standing at the worst possible moment, usually when you're mid-deal.

Treating your biennial statement as a recurring calendar item, not a one-time task, is what separates owners who never think about it again from those who scramble every two years. A registered agent service that tracks your window removes that burden entirely.

— Peter

We built our compliance service for California LLC owners who'd rather not track a six-month filing window by hand. Our Registered Agent Service costs $99 one-off and keeps your address and agent information current year-round, while our Annual Minutes, Bylaws and Changes Throughout the Year package, at $147 one-off, covers the recordkeeping that often gets neglected between filings.

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We also prepare and file your Statement of Information on schedule, so you're never guessing whether your window has opened or closed. If a filing has already lapsed, we help you work through the paperwork needed to resolve it. For owners who want to learn the filing process themselves first, our Limited Liability Company Course walks through formation and compliance step by step for $37 one-off.

Visit our compliance services page to see current filing options, or browse our courses if you prefer a self-guided approach.

FAQ

Does an out-of-state LLC have to register in California?

Yes, if you're transacting intrastate business in California, your foreign LLC must register with the Secretary of State and then file Statements of Information on the same biennial schedule as a domestic LLC. Registration and the ongoing filing obligation go together under California law.

Is it bad if I don't file an annual report for my 2026 LLC?

California LLCs file biennially, not annually, but skipping your required Statement of Information still triggers a delinquency notice and, after a 60-day window, a $250 penalty from the Franchise Tax Board. Continued noncompliance can lead to suspension of your LLC's legal status.

How do I file an annual report for an LLC in California?

File Form LLC-12 online at bizfile.sos.ca.gov for a $20 fee, or by mail or drop-off if you prefer a paper filing. You'll need your SOS file number, business addresses, manager or member details, and your registered agent's information before you start.

How do I check a registered LLC in the United States?

For a California LLC, use the Secretary of State's Business Search tool to confirm registration status, review the "Date Filed," and pull a copy of the most recent Statement of Information. Other states maintain their own separate business search databases for entities registered there.

What's the difference between the biennial statement and the annual franchise tax filing?

The Statement of Information is filed with the Secretary of State every two years to update your LLC's contact and management details, while the $800 annual franchise tax is a separate obligation filed with the Franchise Tax Board every year. Missing either one carries its own penalty, and resolving a suspension usually requires addressing both.

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