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California Statement of Information Penalties and Late Fees

October 21, 2026
California Statement of Information Penalties and Late Fees

If a California corporation or LLC misses its Statement of Information, the penalty is $250 for a for-profit entity and $50 for a nonprofit corporation. The bigger risk is not the money. An entity that stays delinquent can be suspended, and a suspended entity loses its powers, rights and privileges, including the right to enforce contracts in court. The penalty is not charged the day after the deadline, and it can sometimes be waived. This guide covers the timeline, the amounts, the waiver route and the steps to recover.

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TL;DR

  • The late penalty is $250 for corporations and LLCs and $50 for nonprofit corporations, assessed by the Franchise Tax Board.
  • A delinquency notice comes first, and you get 60 more days to file before the Secretary of State certifies the entity for the penalty.
  • Continued non-compliance can lead to suspension, which is far more costly than the $250.
  • Only the Secretary of State can waive the penalty, and you need a reasonable-cause explanation. Not receiving a reminder is not a valid excuse.
  • If you are already suspended, filing the statement is only part of the fix. You may also need to clear Franchise Tax Board requirements.

Table of Contents

What the penalty is, and who charges it

The Statement of Information is the filing that tells the California Secretary of State who runs your entity, where it operates and who accepts legal papers for it. Corporations and LLCs must file it, and nonprofit corporations too. When one is missed, two agencies get involved, and that confuses many owners.

The Secretary of State tracks the filing and sends the notices. The Franchise Tax Board assesses and collects the money. The Secretary of State's own FAQ explains that penalties are assessed by the Franchise Tax Board when a business entity has not filed the required statement. The amounts are set in statute: under Revenue and Taxation Code Section 19141, the Franchise Tax Board assesses $250 once the Secretary of State certifies a delinquent corporation or LLC. Nonprofit corporations are assessed $50 under the corresponding sections.

Entity typePenalty for a missed Statement of InformationWho assesses it
For-profit corporation$250Franchise Tax Board
LLC$250Franchise Tax Board
Nonprofit corporation$50Franchise Tax Board

The Franchise Tax Board also lists this in its guidance for charities and nonprofits, noting that the Secretary of State could impose a penalty on organizations that do not file timely.

There is no daily accrual and no percentage that grows with time. It is a flat amount. That is why the late fee itself is rarely the real danger. What follows if the entity stays out of compliance is.

What the penalty is, and who charges it — overview diagram

How the timeline works

Many owners assume the $250 lands the morning after the due date. It does not. The sequence is more forgiving than that, and knowing it helps you act at the right moment.

  1. The due date passes. Your filing period is tied to your original registration. We cover the mechanics in our guide to California Statement of Information deadlines.
  2. A delinquency notice is issued. Under Corporations Code Section 2204, the Secretary of State provides notice of the delinquency to the corporation.
  3. You get 60 more days. The Secretary of State's FAQ says the notice gives the entity an additional 60 days to file before the entity is certified to the Franchise Tax Board.
  4. Certification and assessment. If no statement arrives, the entity is certified and the Franchise Tax Board assesses the $250 (or $50 for a nonprofit).
  5. Suspension risk. If the entity still does not file, it can be suspended, as explained below.

In practice, you can avoid the penalty entirely by filing within that notice window. Filing once the penalty has been assessed does not erase it automatically, which brings us to waivers.

Reminder notices are a courtesy

The Secretary of State sends reminders, but they are not a legal requirement. The agency's position is that a business is responsible for tracking its own filing period. Saying you never received a notice is not a valid legal excuse. If your mailing address on file is stale, the notice goes to the wrong place, and the clock still runs. Keeping your address current is a quiet but important habit. Our piece on updating your Statement of Information and protecting privacy walks through that.

Suspension: the penalty that costs more than $250

The fee is an irritation. Suspension is a business problem. Corporations Code Section 2205 describes when a corporation can be suspended. Three things must be true: it failed to file for the applicable filing period, it has not filed a statement during the preceding 24 months, and it was certified for the penalty. The Secretary of State's FAQ puts the practical trigger at roughly 60 days after the penalty process when those criteria are met.

The Franchise Tax Board's page on suspended businesses confirms that the Secretary of State will suspend or forfeit your business for not filing the required statement, and that you can be suspended by the Secretary of State and the Franchise Tax Board at the same time.

What suspension takes away, according to the Secretary of State, is the entity's powers, rights and privileges. In plain terms:

  • The right to use the entity name. Another business could in principle register the name.
  • The ability to enforce contracts in court. If a customer does not pay, a suspended entity may not be able to sue.
  • Standing for everyday business tasks. Renewing business licenses, securing financing and defending your rights in a dispute can all become harder.

That last point matters if you are about to seek capital. Lenders and landlords check good standing. If you are also cleaning up other records before a financing round, such as removing a UCC lien, make sure the entity's status is clean first so one problem does not stall the other.

A suspended entity that signs contracts or takes on obligations creates legal exposure. If you have already signed something while suspended, speak with a California business attorney about how that affects the contract.

Can you get the penalty waived?

Sometimes. Only the Secretary of State can review and waive the penalty, even though the Franchise Tax Board collects it. The statute gives the Secretary of State specific authority to waive or decertify penalties for reasonable cause or administrative error, and penalties are waived if the entity dissolved, converted or merged before the certification date.

For a waiver request, the Secretary of State generally expects a written explanation of reasonable cause or unusual circumstances. The agency has an email penalty waiver form for entities that already have a Statement of Information on file for the current filing period.

What a strong request looks like

  • File first. The entity should have a current statement on file before you ask.
  • Be specific. Give dates and facts: a serious illness, a natural disaster, a clerical error at the agency, a filing that was submitted on time but misrouted.
  • Keep it short and factual. The reviewer needs the cause, not a long story.
  • Attach what proves it. A copy of a confirmation, a bizfile submission record or a medical notice beats a general statement.

"I forgot" and "I did not get the reminder" are weak grounds. The notice is a courtesy, and the statute puts tracking on you. Approval is not guaranteed, so do not hold your filing while waiting for a waiver decision.

What does it cost to stay compliant instead?

Filing on time is far cheaper than a penalty followed by cleanup. The state charges its own filing fee, and the fee can trip up a submission if it is wrong. Our walkthrough of Statement of Information fees and avoiding a rejected filing covers the details. The point for this article: a rejected filing that you thought was complete can quietly push you toward delinquency, so confirm the Secretary of State accepted it.

The Secretary of State now runs filings through its online system, and our guide to bizfile Access for the Statement of Information explains how to file there. The agency's filing tips page also notes the consequences of failing to file.

Different entity, different calendar

A large share of missed filings comes from mixing up the schedule.

If you are unsure what you owe, the term "annual report" is used loosely by owners and can mean the Statement of Information. Our California annual report explainer sorts the vocabulary out.

If you are already penalized or suspended

Here is the order that works for most entities.

  1. Find your status. Check the entity's status with the Secretary of State and look for a delinquency notice, a penalty or a suspension.
  2. File the delinquent statement. This is always step one. Without it, nothing else moves.
  3. Request a waiver if you have real cause. Use the Secretary of State's process described above.
  4. Check the Franchise Tax Board. A common mistake is assuming the filing fixes everything. If the entity has been suspended, the Franchise Tax Board's guidance on suspended businesses shows there can be separate requirements, and you may need a revivor letter before you are fully back in good standing.
  5. Pay any penalty that stands. If the waiver is denied, the $250 is collected by the Franchise Tax Board.
  6. Review contracts and filings from the suspension period. A California business attorney or CPA can advise on anything signed while the entity was suspended, and on tax questions that sit with the Franchise Tax Board.

The revival process is where owners lose weeks. Start with the filing, then work the Franchise Tax Board side in parallel instead of waiting.

Our perspective: treat it like rent, not like a surprise

We work with California corporations and small business owners every day, and the pattern is consistent. The entities that end up penalized are rarely careless about money. They are busy, and the Statement of Information has no natural owner on the team. It is not payroll, not sales tax, and nobody sends an invoice for it.

So we tell clients to turn it into a recurring task with a name on it. Put the due date in the calendar the day you form the entity. Keep a current mailing address on file, because a missed notice is not an excuse the state accepts. File early in the window, then confirm the Secretary of State accepted the submission.

We also push owners to look at the whole compliance picture at once. The Statement of Information sits next to annual minutes, bylaws and a registered agent who reliably receives legal papers. A missed service of process is a different kind of disaster, and it is easier to prevent when one person watches all of these items. The $250 is the cheap part of this story. Losing standing right when you need a loan, a lease or a lawsuit is the expensive part.

— Peter

Keep your compliance on track with Legalstepz

If you would rather not carry these dates in your head, we handle the recurring items for California entities. Our Registered Agent Service is $99 one-off, and our Annual Minutes, Bylaws and Changes Throughout the Year package is $147 one-off. We also prepare the annual report. If you are forming an entity yourself, our LLC, incorporation and trademark courses are $37 each, one-off. You can see everything at Legalstepz.

FAQ

How much is the late fee for a Statement of Information in California?

The penalty is $250 for for-profit corporations and LLCs and $50 for nonprofit corporations. The Franchise Tax Board assesses it after the Secretary of State certifies the entity as delinquent. It is a flat amount, not a daily charge.

Do I get a warning before the penalty is assessed?

Yes. The Secretary of State issues a delinquency notice first, which gives you an additional 60 days to file before certification for the penalty. However, reminders are a courtesy. If you never receive one, the state still treats you as responsible for knowing your filing period.

Can the penalty be waived?

Possibly. Only the Secretary of State can waive it, usually based on a written explanation of reasonable cause or unusual circumstances, or administrative error. Penalties are also waived if the entity dissolved, converted or merged before the certification date. Filing the statement does not automatically remove an assessed penalty.

Will my business be suspended if I file late?

Not for a single late filing that you correct within the notice period. Suspension follows continued non-compliance, such as being certified for the penalty and not having filed in the preceding 24 months for a corporation. Once suspended, you may need to satisfy Franchise Tax Board requirements and obtain a revivor letter on top of filing.

Sources