California LLC Statement of Information 2026: $20 Fee, Biennial Deadline, and $800 Franchise Tax Trap
Quick Answer
California LLCs must file a Statement of Information (Form LLC-12) with the Secretary of State within 90 days of formation and every two years after that. The filing fee is $20. Miss the deadline and you owe a $250 penalty. But the SOI is not the compliance item that catches most founders — the $800 minimum annual franchise tax (paid to the Franchise Tax Board, not the Secretary of State) is due by the 15th day of the 4th month after your tax year begins. Together, these two obligations mean a California LLC pays at minimum $820 every two years just to exist, plus $800 in the off-year for the franchise tax alone. LLCs formed after January 1, 2021 get a first-year franchise tax waiver — but only for the first taxable year.
Key Takeaways
- Statement of Information (Form LLC-12) is due within 90 days of formation, then every 2 years by the end of that calendar month
- SOI filing fee: $20 online or by mail; online processes in 1–2 business days, mail takes 4–6 weeks
- Late SOI penalty: $250 flat fee assessed by the Secretary of State
- $800 minimum franchise tax due annually by the 15th day of the 4th month (April 15 for calendar-year LLCs)
- First-year franchise tax waiver applies to LLCs formed on or after January 1, 2021 — but only for year one
- The franchise tax and SOI are separate obligations paid to different agencies (FTB vs Secretary of State)
- Single-member LLCs also owe federal self-employment tax and California income tax on top of the $800 franchise tax
| Item | Cost/Details | Notes |
|---|---|---|
| Statement of Information (LLC-12) | $20 | Due within 90 days of formation, then biennially |
| Late SOI Penalty | $250 | Flat fee for missing the filing deadline |
| Minimum Franchise Tax | $800/year | Due by 15th day of 4th month annually |
| LLC Fee (gross receipts > $250K) | $900–$11,790 | Additional fee based on California-source income |
| Online SOI Processing | 1–2 business days | Filed at bizfileOnline.sos.ca.gov |
| Mail SOI Processing | 4–6 weeks | Mailed to Sacramento SOS office |
What Is the Statement of Information (Form LLC-12)?
The Statement of Information (Form LLC-12) is California's version of an annual report — except it's filed every two years, not annually. It's a confirmation filing submitted to the California Secretary of State that keeps your LLC's public record current.
The SOI reports basic information about your LLC:
- Principal office address — where your LLC actually operates (can be outside California)
- Mailing address — where you receive official correspondence
- Agent for service of process — the person or company in California authorized to accept legal documents on your behalf
- Manager or member names and addresses — depends on whether your LLC is manager-managed or member-managed
- Type of business — a brief description of your LLC's activities
This is not a financial filing — no revenue figures, no tax returns, no balance sheets. It's purely informational. But "purely informational" does not mean optional. California treats a missing SOI as a compliance failure with real financial consequences.
Common confusion: Many LLC owners search for "California LLC annual report" and can't find it — because California calls it the Statement of Information, and it's biennial (every 2 years), not annual. The franchise tax is the annual obligation. These are two separate filings with two different agencies.
Due-Date Calculation: 90 Days Initially, Then Every 2 Years
California uses a two-phase schedule for the Statement of Information:
Phase 1: Initial SOI — Within 90 Days of Formation
Your first Statement of Information is due within 90 days of the date your Articles of Organization were filed with the Secretary of State. This is a calendar-day count, not business days. If day 90 falls on a weekend or state holiday, the deadline extends to the next business day.
Phase 2: Biennial SOI — Every 2 Years by End of Formation Month
After your initial filing, subsequent SOIs are due every two years during the calendar month in which your LLC was originally formed. The filing window opens six months before the due month.
| Formation Date | Initial SOI Deadline | Next Biennial SOI Due | Filing Window Opens |
|---|---|---|---|
| January 15, 2025 | April 15, 2025 | January 31, 2027 | July 2026 |
| June 3, 2025 | September 1, 2025 | June 30, 2027 | December 2026 |
| October 20, 2025 | January 18, 2026 | October 31, 2027 | April 2027 |
| March 8, 2026 | June 6, 2026 | March 31, 2028 | September 2027 |
The 6-month filing window matters. Unlike states that only accept filings in the due month, California lets you file your biennial SOI up to six months early. If you know your information hasn't changed, file early and eliminate the risk of forgetting. There is no penalty for filing early.
Online vs Mail Filing: 1–2 Days vs 4–6 Weeks
California offers two ways to file your Statement of Information, and the processing time difference is dramatic:
Online Filing (bizfileOnline.sos.ca.gov)
- Processing time: 1–2 business days
- Fee: $20 (credit card)
- Confirmation: Filed-stamped copy delivered by email
- Availability: 24/7 — file at 11 PM on deadline day if needed
Mail Filing (Paper Form LLC-12)
- Processing time: 4–6 weeks from receipt
- Fee: $20 (check payable to Secretary of State)
- Confirmation: Filed-stamped copy returned by mail
- Mail to: Secretary of State, P.O. Box 944230, Sacramento, CA 94244-2300
There is no reason to file by mail in 2026 unless you cannot access the internet. The online system is faster, gives you immediate confirmation, and eliminates the risk of your filing getting lost in the mail. If you're approaching your deadline, mail filing is particularly dangerous — a check mailed on deadline day won't arrive for several days, and the Secretary of State uses the received date, not the postmark date, to determine timeliness.
Postmark does not save you. California does not use postmark dating for Statement of Information filings. The document must be received by the Secretary of State's office by the deadline. If you're within two weeks of your due date, file online.
$250 Late Penalty and Suspension Risk
Miss your Statement of Information deadline and California assesses a $250 penalty. For a $20 filing, that's a 12.5x multiplier on what should have been a routine compliance task.
The penalty is assessed automatically — there is no warning letter, no grace period, and no waiver process for first-time offenders. The $250 is owed regardless of whether you eventually file the SOI.
Suspension and Forfeiture: The Real Risk
Beyond the $250 penalty, persistent non-filing can result in your LLC being suspended by the Secretary of State or forfeited by the Franchise Tax Board. A suspended/forfeited LLC:
- Cannot legally conduct business in California
- Cannot sue or defend lawsuits in California courts
- Cannot maintain or defend any action, claim, or proceeding
- Loses the right to use its business name (another LLC could claim it)
- Contracts entered while suspended may be voidable
Reinstatement requires filing all delinquent SOIs, paying all accumulated penalties, and clearing any outstanding tax obligations with the FTB. For more detail on penalty amounts and reinstatement, see our California LLC late filing penalties guide.
Suspension hits from two directions. The Secretary of State can suspend your LLC for failing to file the SOI. The Franchise Tax Board can independently suspend it for failing to pay the franchise tax. You can be suspended by one agency, both, or neither — they operate independently. To be in good standing, you must be current with both agencies.
The $800 Franchise Tax: A Separate Annual Obligation
The $800 minimum franchise tax is the compliance item that surprises most new California LLC owners. It's not a fee for filing anything — it's a tax for the privilege of doing business in California, collected by the Franchise Tax Board (FTB), not the Secretary of State.
When Is It Due?
The $800 franchise tax is due by the 15th day of the 4th month after your LLC's tax year begins. For calendar-year LLCs (which is most of them), that means April 15 each year. You pay it using FTB Form 3522 (LLC Tax Voucher).
| Tax Year | Franchise Tax Due Date | Amount | Pay With |
|---|---|---|---|
| 2026 | April 15, 2026 | $800 | FTB Form 3522 or Web Pay |
| 2027 | April 15, 2027 | $800 | FTB Form 3522 or Web Pay |
The $800 Is a Minimum — You May Owe More
If your LLC's total California-source gross receipts exceed $250,000, you owe an additional LLC fee on top of the $800 franchise tax. This fee ranges from $900 (gross receipts $250,001–$499,999) to $11,790 (gross receipts over $5,000,000). The LLC fee is reported on Form 568 (LLC Return of Income) and is due on the return's original due date. For a detailed breakdown, see our California LLC taxes and fees guide.
The franchise tax trap: You owe $800 even if your LLC earns zero revenue. You owe it even if your LLC is inactive. You owe it every year until you formally dissolve or cancel your LLC with both the Secretary of State and the FTB. "I stopped doing business" does not stop the $800 from accruing. Many founders discover years later that they owe thousands in back franchise taxes on an LLC they thought was dead.
First-Year Franchise Tax Waiver (2021 Rule Change)
In 2020, California enacted Assembly Bill 85, which waived the $800 minimum franchise tax for the first taxable year of any LLC, LP, or LLP formed on or after January 1, 2021. This was originally a temporary measure during COVID but was made permanent.
What the Waiver Covers
- The $800 minimum franchise tax for your LLC's first taxable year only
- Applies to LLCs formed on or after January 1, 2021
- Your "first taxable year" begins on your formation date and ends on December 31 of that year (for calendar-year filers)
What the Waiver Does NOT Cover
- The LLC fee (if gross receipts exceed $250,000 in year one, you still owe it)
- The $20 Statement of Information (still due within 90 days)
- Year two and beyond — the full $800 kicks in starting your second taxable year
- LLCs formed before January 1, 2021
| Formation Date | First-Year Franchise Tax | Second-Year Franchise Tax Due |
|---|---|---|
| March 1, 2026 | $0 (waived) | April 15, 2027 — $800 |
| November 15, 2026 | $0 (waived) | April 15, 2027 — $800 |
November/December formation trap: If you form your LLC in late November or December 2026, your first taxable year is only a few weeks (ending December 31, 2026). The waiver covers that stub year. But your second taxable year starts January 1, 2027, and the $800 is due April 15, 2027 — just a few months after formation. Many founders who form late in the year are surprised by how quickly the $800 arrives.
Single-Member LLCs: How Taxes Stack Up in California
If you operate a single-member LLC in California, the $800 franchise tax is just one layer in a multi-layer tax stack. Here's what you actually owe:
| Tax/Fee | Paid To | Rate/Amount | When Due |
|---|---|---|---|
| California Franchise Tax | FTB | $800 minimum | April 15 annually |
| California Income Tax | FTB | 1%–13.3% (progressive) | April 15 (with personal return) |
| Federal Income Tax | IRS | 10%–37% (progressive) | April 15 (Schedule C) |
| Self-Employment Tax | IRS | 15.3% (on net earnings) | April 15 (Schedule SE) |
| LLC Fee (if > $250K gross) | FTB | $900–$11,790 | With Form 568 |
| Statement of Information | Secretary of State | $20 | Biennially |
A single-member LLC with $100,000 in net income could realistically face a combined effective tax rate of 40–50% in California when you add federal income tax, self-employment tax, California income tax, and the $800 franchise tax. This is why many California LLC owners elect S-corp taxation once income exceeds $80,000–$100,000 — the S-corp election can eliminate self-employment tax on distributions while maintaining the LLC's legal structure.
For the full picture on California LLC tax obligations and strategies, see our California LLC taxes and fees breakdown.
California LLC Annual Compliance Checklist
Use this checklist to stay current with both the Secretary of State and the Franchise Tax Board:
Year One (Formation Year)
- File Statement of Information within 90 days — online at bizfileOnline.sos.ca.gov, $20 fee. Record your due date immediately after formation
- First-year franchise tax waiver — if formed on or after January 1, 2021, you owe $0 in franchise tax for year one. No form needed to claim the waiver; it applies automatically
- Designate your agent for service of process — listed on the SOI. Must be a California resident or registered corporate agent. See our California registered agent guide
- Obtain an EIN from the IRS — free, takes 5 minutes online at irs.gov
Every Year After Year One
- Pay $800 franchise tax by April 15 — use FTB Form 3522 or pay online via FTB Web Pay. This is due even if your LLC had no income
- File Form 568 (LLC Return of Income) — due by the 15th day of the 3rd month after tax year ends (March 15 for calendar-year LLCs). Report the LLC fee here if gross receipts exceed $250,000
- File your personal California tax return (Form 540) — report LLC income on Schedule CA. Due April 15
- File federal tax return — Schedule C (single-member) or Form 1065 (multi-member) plus Schedule SE for self-employment tax
Every Two Years
- File biennial Statement of Information — due during your formation month, every 2 years. $20 fee. File up to 6 months early if nothing has changed
- Verify your agent for service of process — if your registered agent has changed, update it on the SOI. Using an agent whose address is no longer valid can cause you to miss legal notices
California's compliance requirements are more demanding than most states — the combination of biennial SOI, annual franchise tax, the LLC fee for higher earners, and California's high personal income tax rates make it one of the most expensive states to maintain an LLC. But none of these deadlines are ambiguous. Set calendar reminders for April 15 (franchise tax) and your formation month (SOI), and you will avoid the $250 penalty and the far worse consequence of suspension.
Frequently Asked Questions
What is the California LLC annual report deadline?
What happens if I don't file my California Statement of Information?
Is the $800 franchise tax the same as the Statement of Information fee?
Do new California LLCs get a first-year franchise tax waiver?
How do I file the California Statement of Information online?
Official Source
For the most up-to-date information, always verify requirements with the official California Secretary of State website:
https://www.sos.ca.govImportant Disclaimer
This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.
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