Consequences of Forgetting to File California's Statement of Information

The California Secretary of State imposes a penalty for failure to file the Statements of Information for the following types of business entities:

  • Corporations - annually (statement due once a year)

  • Nonprofit Corporations - biennially (statement due once every two years)

  • Limited Liability Companies - biennially (statement due once every two years)

These forms are also known as Statement of Officer filings and can be completed online on the SOS website. Statements of Information for a limited liability company (LLC) may be filed online. Statements of Information for a corporation may also be filed online. If you prefer to submit your Statement of Information filing by mail, the forms may be downloaded here.

The Secretary of State will Send a Postcard Reminder

The Secretary of State mails a reminder postcard to the business entity's address of record approximately three months prior to the date its filing is due. If the business entity then fails to file the required statement, the business entity is provided a notice of delinquency and an additional 60 days in which to file.

Note: It is the business entity's responsibility to submit a statement even if it did not receive the reminder or the notice of delinquency, however, that is why it is important to keep the entity's address information up to date with the Secretary of State to ensure notices are received.

Penalty Amounts

When an LLC or corporation in California files late or fails to file a Statement of Information, the Secretary of State notifies the state's Franchise Tax Board of the late filing or the failure to file. The Franchise Tax Board will then assess a penalty for the late filing or failure to file. The penalty amount varies depending on the entity.

  • Domestic and foreign corporations - $250 penalty

  • Domestic nonprofit corporations - $50 penalty; applies for any entity incorporated as a nonprofit corporation, whether or not the corporation is tax-exempt

  • Domestic and foreign limited liability companies - $250 penalty

Penalty Waiver or Dispute

Only the Secretary of State can waive the penalty. The Franchise Tax Board is only responsible for the collection of the penalty.

Disputing a Penalty Assessed to a Business Entity

A request to waive the penalty for failure to file the Statement of Information can be submitted in writing to the Secretary of State, Statement of Information Unit – Attention: Penalties, P.O. Box 944230, Sacramento, CA 94244–2300, or you may submit a request online at Email Penalty Waivers.

The waiver request must include an explanation of the reasonable cause or unusual circumstance supporting the business entity's failure to file the required statement timely. Failing to receive a reminder notice to file does not excuse an entity from filing the required statement. Note: If a current statement has not been filed, the waiver request must be accompanied by a completed statement and the applicable filing fee. Online services for submitting the required Statement of Information for all LLCs and for most corporations are available at http://bizfile.sos.ca.gov using a credit card. When submitting online, a free PDF copy of the filed Statement of Information will be returned electronically to the submitter following confirmation of payment if an email address is provided at the time of submission.

It’s More Than a Monetary Penalty

The LLC or corporation may also face suspension or forfeiture. This can lead to serious consequences for the continued financial health of your business:

  • Once an LLC or corporation has been suspended or forfeited by the Franchise Tax Board, its status can only be resolved and returned to active status by the Franchise Tax Board. Your organization can be suspended/forfeited by SOS and FTB at the same time.

  • Suspension or forfeiture has a number of significant consequences, because suspension results in the suspension of the entity's rights and powers. Until the corporate status is returned to active, the suspended or forfeited entity can't conduct its business in California. If your business is suspended, you cannot:

    • Legally do business

    • Sell, transfer, or exchange real property

    • File with an automatic extension

    • File a claim for refund

    • Start or continue a protest

    • Legally close or dissolve your business

    • Bring an action or defend your business in court

    • File or maintain an appeal before the Office of Tax Appeals

    • Maintain the right to use your business name. The Secretary of State will deny your revivor request if the entity name is no longer available. The Secretary of State will require your business to choose a new name

    • Retain tax-exempt status. See additional information immediately below re revocation of tax exempt status.

    • If you enter into any contracts while you are not in good standing, the other party can void the contract.

FTB Suspension or Revocation of Tax Exempt Status

Beyond assessing a penalty, the Franchise Tax Board may suspend your organization, and worst yet, they may revoke your organization's tax exempt status for failure to file. You can check on the status of your organization by visiting the Secretary of State's website. You may search using your corporation name or entity number. The California Business Search provides online access to information for corporations, limited liability companies and limited partnerships of record with the California Secretary of State.

If your organization needs assistance in filing its Statement of Information, correcting a suspended status, or reinstating tax exempt status, please contact Jonathan Grissom, Nonprofit Attorney.

Nonprofit ComplianceJonathan Grissom, Attorney