This article is reproduced with permission from Spidell Publishing, Inc.
Limited liability companies (LLCs) that do not have any changes in the information reported to the Secretary of State (SOS) on the biennial Statement of Information will now submit a Form LLC-12NC, LLC Statement of No Change. Previously, such LLCs checked a box on the LLC Statement of Information (LLC-12) indicating that no changes had occurred since the last complete Statement of Information was filed.
The LLC-12 (not the LLC-12NC) must be filed if any of these changes occur:
- LLC’s business address or mailing address;
- LLC managers or members: addition or removal of current members or an address change of a current member or manager;
- agent for service of process: substitution of the previous agent or change in the current agent’s address;
- type of business; or
- chief executive officer: substitution of the previous officer or change in the current officer’s address.
The LLC-12 must be filed with the Secretary of State within 90 days after filing Form LLC-5, Application to Register, and when any change in the items listed above occur. Therefore, either the LLC-12 or LLC-12NC is filed biennially during the applicable filing period. The applicable filing period is the calendar month in which the Form LLC-5 was filed and the immediately preceding five calendar months. So, for example, if an LLC was formed in January 2013, the next time it would be required to file its biennial LLC-12 would be anytime during the period August 2015 through January 2016.
The LLC-12 and LLC-12NC should be mailed to the following address:
Secretary of State
Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-2300
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