California requires most business entities to file a Statement of Information with the California Secretary of State. This filing updates the state with current information about your entity, helping to maintain its active status and good standing. In addition to this, there are annual tax-related filings with the California Franchise Tax Board (FTB).
Why is it important to file? Maintaining good standing with the State of California is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to various penalties and negative consequences, including:
Penalties:
For Corporations and LLCs: A $250 penalty for failure to file the Statement of Information.
For Non-Profit Corporations: A $50 penalty for failure to file the Statement of Information.
Additional penalties and interest for late tax filings with the Franchise Tax Board (FTB).
Suspension or Forfeiture: The Franchise Tax Board (FTB) or Secretary of State can suspend or forfeit your entity’s right to conduct business in California. This is a severe consequence.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A suspended or forfeited status prevents your entity from legally entering into contracts, maintaining bank accounts, suing or defending in California courts, and even maintaining professional licenses.
Complex Reinstatement: Reinstatement is a multi-step, often costly, and time-consuming process that requires filing all delinquent reports, paying all associated fees and penalties, and obtaining a tax clearance certificate from the FTB.
Specific Requirements by Entity Type in California:
Initial Statement of Information: For all new entities formed or registered in California, an initial Statement of Information is due within 90 days of filing the original formation/registration documents. This is a separate requirement from the periodic filings below.
For Corporations (For-Profit) in California:
Statement of Information (California Secretary of State – Form CORP-100 or 100N):
Frequency: Annually.
Due Date: Annually by the last day of your corporation’s anniversary month of incorporation or registration in California. You can file up to 6 months prior to the due date.
Filing Fee:$25.00.
Penalty: $250.00 for late filing.
Information Required: Corporation name, DOS filing number, principal executive office address, names and addresses of directors, names and titles of principal officers (CEO, Secretary, CFO), and name and address of the agent for service of process.
California Franchise Tax Returns (California Franchise Tax Board – FTB Form 100/100S):
Frequency: Annually.
Due Date:
C-Corporations (Form 100): 15th day of the 4th month after the close of the tax year (e.g., April 15th for calendar year filers).
S-Corporations (Form 100S): 15th day of the 3rd month after the close of the tax year (e.g., March 15th for calendar year filers).
Minimum Franchise Tax: Most corporations are subject to an annual minimum franchise tax of $800.00, regardless of income. This is due even if the corporation is inactive, suspended, or dissolved during the year, unless specific exemptions apply.
Penalties: Late filing penalties, late payment penalties, and interest apply.
For Limited Liability Companies (LLCs) in California:
Statement of Information (California Secretary of State – Form LLC-12):
Frequency: Biennially (every two years).
Due Date: Every two years by the last day of your LLC’s anniversary month of organization or registration in California. The filing period includes the registration month and the immediately preceding five months. If your initial registration was in an odd-numbered year, subsequent filings are due in odd-numbered years. If even, then even-numbered years.
Filing Fee:$20.00.
Penalty: $250.00 for late filing.
Information Required: LLC name, DOS filing number, principal office address, names and addresses of any managers (if manager-managed) or members (if member-managed with material management responsibility), and name and address of the agent for service of process.
Note: While online filing is available for most corporations, LLCs must typically file their Statement of Information by mail or in person.
California Annual LLC Tax & Fee (California Franchise Tax Board – FTB Form 568):
Frequency: Annually.
Due Date:
Annual LLC Tax ($800): 15th day of the 4th month after the beginning of the tax year (e.g., April 15th for calendar year filers). This must be paid even if the LLC is inactive or has no income.
Annual LLC Fee (based on total income): Due by the 15th day of the 6th month of the current tax year, with a final payment by the 15th day of the 4th month after the close of the tax year. This fee applies if your California “total income” (gross income from all sources reportable to California) is $250,000 or more, ranging from $900 to $12,000.
Form 568 (Information Return): 15th day of the 3rd month after the close of the tax year (e.g., March 15th for calendar year filers).
Penalties: Penalties and interest apply for late payment of the annual tax and fee, and for late filing of Form 568.
For Partnerships (Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in California:
Statement of Information (California Secretary of State – various forms depending on type):
General Partnerships (GPs): Generally, GPs are not required to file a Statement of Information with the Secretary of State unless they have filed a Statement of Partnership Authority.
Due Date: Every two years by the last day of the anniversary month of filing.
Filing Fee:$20.00.
Penalty: Can be significant for late filing, leading to forfeiture.
Limited Liability Partnerships (LLPs):
Frequency: Annually.
Due Date: Annually by the last day of the anniversary month of filing.
Filing Fee:$30.00.
Penalty: Can be significant for late filing, leading to forfeiture.
Information Required: Typically includes the partnership name, DOS filing number, principal office address, names and addresses of general partners (for LPs/LLLPs) or all partners (for LLPs), and the agent for service of process.
California Franchise Tax Returns (California Franchise Tax Board – FTB Form 565):
Frequency: Annually.
Due Date: 15th day of the 3rd month after the close of the tax year (e.g., March 15th for calendar year filers).
Annual Fee: Partnerships may be subject to the annual LLC Fee (Form IT-204-LL equivalent) if their California “total income” is $250,000 or more, paid with FTB Form 568.
Penalties: Penalties apply for late filing ($18 per partner, per month, up to 12 months) and late payment.
For Non-Profit Corporations in California, please also note the following:
Non-profit organizations in California have distinct annual compliance requirements with multiple agencies:
Statement of Information (California Secretary of State – Form SI-100):
Frequency: Biennially (every two years).
Due Date: Every two years by the last day of your non-profit’s anniversary month of incorporation or registration in California. The filing period includes the registration month and the immediately preceding five months.
Filing Fee:$20.00.
Penalty: $50.00 for late filing.
Information Required: Non-profit name, DOS filing number, principal executive office address, names and addresses of directors, and the name and address of the agent for service of process.
Charitable Organization Annual Registration Renewal (California Attorney General’s Office – Registry of Charitable Trusts – Form RRF-1):
If your non-profit solicits charitable contributions or holds charitable assets in California (unless exempt), you must register and file an Annual Registration Renewal Fee Report (Form RRF-1) with the California Attorney General’s Office, Registry of Charitable Trusts.
Due Date: Annually, 4 months and 15 days after the close of your organization’s fiscal year (e.g., May 15th for a December 31st fiscal year-end). Extensions are permitted if an IRS extension is granted for your federal Form 990.
Filing Fee: Varies based on your organization’s gross annual revenue, ranging from $0 to $1,200.
Required Attachments: This renewal requires submitting a copy of your federal IRS Form 990 series return.
Penalties: Failure to file can result in loss of tax exemption, a minimum tax of $800, plus interest, fines, or penalties.
California Franchise Tax Returns (California Franchise Tax Board – FTB Form 199/199N):
Frequency: Annually.
Due Date: 15th day of the 5th month after the close of your tax year (e.g., May 15th for calendar year filers).
Filing Fee: For tax years beginning on or after January 1, 2021, no filing fee is required for Form 199.
Form 199N (e-Postcard): If your gross receipts are normally $50,000 or less, you may be eligible to file the simpler Form 199N. Private foundations must always file Form 199 regardless of gross receipts.
Penalties: $5 per month (maximum $40) for late filing of Form 199.
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends.
What information is generally required for these filings? The various California filings typically require verification or updating of the following:
Your entity’s legal name and California Secretary of State File Number.
The current principal executive office address and mailing address.
The name and physical street address of your California Registered Agent (or Agent for Service of Process).
For Corporations and Non-Profits: Names and addresses of your principal officers (e.g., CEO, Secretary, CFO) and directors.
For LLCs: Names and addresses of any managers (if manager-managed) or members (if member-managed with material management responsibility).
For Partnerships: Names and addresses of general partners or all partners.
Updated contact information for the entity.
Financial information relevant for tax calculations (for corporate franchise tax or LLC annual fee) and for charitable organization reporting (gross revenue, contributions, assets).
How can we assist you? The various California reporting requirements can be intricate, and missing a deadline can have significant consequences. We can assist you with understanding and fulfilling your California compliance obligations. Our services for these filings include:
Determining your specific filing requirements, due dates, and applicable fees.
Gathering the necessary information.
Preparing and accurately filing your Statement of Information, annual tax forms (with the FTB), and any applicable non-profit charitable renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt with the California Secretary of State’s office, the Franchise Tax Board, and, if applicable, the Attorney General’s Registry of Charitable Trusts.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your California compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.
