The Statement of Information is the easiest filing in California corporate life — a few minutes online and a small fee — yet missed deadlines produce a $250 penalty and, eventually, a suspended entity that cannot enforce its contracts or defend itself in court. This post lays out the deadlines for stock corporations and LLCs, what happens when you miss them, and how to fix an entity that has fallen out of good standing.
What the Statement of Information is
The Statement of Information (Form SI-550 for stock and registered foreign corporations, Form LLC-12 for LLCs) tells the Secretary of State who your entity is and who acts for it: the business address, officers or managers/members, the agent for service of process, and a general description of the business. It is filed online through the Secretary of State's bizfile portal. The filing fee is $25 for stock and registered foreign corporations and $20 for LLCs.
It matters beyond bureaucracy. The agent for service of process listed on your statement is where lawsuits get served. If that information is stale — a former registered agent, an old address — a plaintiff can serve the listed agent, and your company may not learn about a lawsuit until after a default judgment.
Deadlines for corporations
Under Corporations Code § 1502, a California stock corporation must file its first Statement of Information within 90 days of registering with the Secretary of State, and then every year during its applicable filing period. The filing period is the calendar month in which the corporation originally registered, plus the immediately preceding five calendar months. In practice: if you incorporated in September, you can file any time from April through September each year.
If nothing has changed since the last full statement, a corporation may file a short-form Statement of No Change, but a filing is still due every year.
Deadlines for LLCs
Under Corporations Code § 17702.09, a California LLC files its first statement within 90 days of registration, and then every two years during the applicable six-month filing window ending with the anniversary month. The due year is odd or even based on the year of registration. An LLC formed in March 2025 files by March 2027, March 2029, and so on. Registered foreign (out-of-state) corporations and LLCs doing business in California have parallel obligations.
What happens when you miss the deadline
- Notice. The Secretary of State notifies the entity that the statement is delinquent.
- $250 penalty. If the entity still does not file, the Secretary of State certifies the delinquency to the Franchise Tax Board, which assesses a $250 penalty — ten times the filing fee for a corporation.
- Suspension or forfeiture. A continued failure to file can lead the Secretary of State to suspend a domestic entity or forfeit a foreign one. Suspension also commonly results from unpaid FTB taxes, and the two problems often travel together.
Suspension has real teeth. A suspended corporation or LLC loses its rights and powers: it generally cannot prosecute or defend a lawsuit, appeal, or enforce its contracts. For entities suspended or forfeited by the FTB, contracts made in California while suspended are voidable at the other party's option. A suspended entity also loses the right to its name, which another filer can take. If your business is heading into a dispute or a transaction, discovering a suspension at the wrong moment is a serious and avoidable problem.
How to bring a delinquent entity current
The fix is usually mechanical, but order of operations matters:
- File the past-due Statement of Information online through bizfile.
- If the entity was suspended by the Secretary of State for the missed filing, submit the statement and the Secretary of State can lift its suspension.
- If the FTB also suspended the entity for unpaid taxes or returns, you must separately satisfy the FTB and apply for revivor before the entity is restored to good standing.
- The $250 penalty is collected by the FTB; in limited circumstances, penalty relief may be available if the failure was due to reasonable cause.
Once current, put the deadline on a recurring calendar — or fold it into a broader annual compliance check covering minutes, licenses, and agent-for-service accuracy. This is exactly the kind of housekeeping our business formation and corporate governance practices help clients keep on track before it becomes a litigation problem.
Talk to a California business attorney
If your corporation or LLC has missed a Statement of Information deadline — or you are not sure whether it is in good standing — we can check its status and bring it current quickly. Schedule a free consultation or call (949) 418-2113.
This article is attorney advertising and provides general information only. It is not legal advice and does not create an attorney–client relationship. Facts matter; consult a lawyer about your specific situation.
