CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Requirements Change for California Statement of Information Filings for Corporations and Limited Liability Companies

By: Teri Mayor, COGENCY GLOBAL INC. on Mon, Apr 16, 2012
california_future_filing_dates.jpgCalifornia’s Assembly Bill 657 became effective on January 1, 2012, amending sections of the Civil Code, Corporations Code, Financial Code, and the Government Code relating to corporations. There are a number of changes made to the requirements for Corporate Statements of Information, which are filed annually by registered entities in California.
The changes include:
    • Corporations must provide the entity number as well as the entity name on the statement
    • Foreign corporations must now file a 90-day initial statement of information, as domestic corporations and limited liability companies do currently
    • Filers for both corporations and limited liability companies can now provide an email address on the annual report, which will allow them to receive reminder notices from the Secretary of State via e-mail.
    • Limited liability companies will now need to include a mailing address if it is different from the principal business address.

The bill also made other changes which affect non-profit corporations formed to manage common interest development (CID). For the complete text of the bill as passed, click here.

System Not Fully Updated to Handle Changes

The California Secretary of State has advised us that they are in the process of updating all filing forms/sample packets and related correspondence, mainframe applications (corporations and LP/LLC) as well as their Statement of Information E-File application to comply with the new requirements. Due to unforeseen circumstances, not all of the system modifications will be in place by January 1st, so the changes will be phased in over the next couple of months.

They have indicated that revised filing forms/sample packets and instructions will be posted to CA’s website early this week. The new 90-day initial statement of information requirement for foreign corporations will be in place early this week.
These changes apply to documents received by the California Secretary of State after January 1, 2012. California is currently only up to August in processing Statement of information forms submitted on a routine basis, meaning that only expedited filings and E-file documents will be affected right away. The Secretary of State has indicated that “For a short time, we will continue to accept mailed in statements submitted on the old forms after January 1st; however, since the new forms will be available early next [this] week, we strongly recommend using the new forms as soon as they are available for any new counter or mailed in submissions to ensure documents are not rejected for using outdated forms.”

Topics: Annual Report Compliance