What is the BOI reporting requirement for LLCs in California?
California does not impose a separate Beneficial Ownership Information (BOI) reporting requirement for LLCs at the state level. Federal BOI reporting under FinCEN's Corporate Transparency Act may apply to your LLC, but California's state filing requirement is the Statement of Information (Form LLC-12)—a different report with distinct requirements.
California's State Reporting Requirement
LLCs must file a Statement of Information (Form LLC-12) biennially with the California Secretary of State under Cal. Corp. Code § 17707.01. Your first report is due within 90 days of filing your Articles of Organization. Subsequent reports are due every two years during your original filing month. The $20 filing fee applies to each report.
What You Must Report
Form LLC-12 requires:
- LLC name and Secretary of State file number
- Principal business address and mailing address
- Registered agent name and California street address
- Names of all managers (if manager-managed) or members (if member-managed)
- Type of business
Filing Instructions
File online through the California Secretary of State's BizFile system at https://bizfileonline.sos.ca.gov/. You may also mail Form LLC-12 to the Secretary of State, 1500 11th Street, Sacramento, CA 95814. Contact the SOS office at (916) 657-5448 for assistance.
Penalties for Non-Compliance
Failure to file the Statement of Information on time triggers a $250 penalty with no grace period (Cal. Corp. Code § 17707.03). The California Secretary of State may suspend or forfeit your LLC, causing you to lose legal standing to conduct business in California.
To reinstate a suspended LLC, you must file all delinquent reports, pay the $250 penalty, and request revival from both the Secretary of State and the Franchise Tax Board. Reinstatement carries no additional fee but requires satisfying all back-filing obligations.
Federal BOI Reporting
If your LLC is subject to federal BOI reporting under the Corporate Transparency Act, you must file separately with FinCEN—not California. The CTA applies to most LLCs formed after January 1, 2024, and certain older entities. Check FinCEN's website for federal deadlines and requirements.
This is general information, not legal advice.