Because a Statement of Information is sometimes called an annual report, there is often some confusion among small business owners about what a Statement of Information actually is. Unlike the annual report required of publicly traded corporations by the Securities and Exchange Commission, a small business needs to file a Statement of Information only if it is required to do so by the state in which the business is located.
What a Statement of Information Includes
The information that must be provided in a Statement of Information will vary, depending on the regulations of the state that requires it. Typically, a Statement of Information will need to provide information about the business's registered agent and its management or officers, as well as the business's place of business and mailing address.
Sample Statement of Information Requirements
Because the reporting requirements will vary by state, it may be helpful to explain the requirements of a single state as an example. In California, both corporations and LLCs are required to file a Statement of Information. The California Secretary of State offers additional relevant details and the form for the Statement of Information.
- Statement of Information: corporate. Corporations in California are required to file the Statement of Information (California Stock, Agricultural Cooperative and Foreign Corporations) (Form SI-550).
- Statement of Information: LLC. LLCs in California are required to file the Statement of Information (Limited Liability Company) (Form LLC-12).
When to File the Statement of Information (California)
Continuing with the example, LLCs and corporations in California are required to file a Statement of Information with the California Secretary of State at specific times.
- When to file corporate Statement of Information. Corporations registered in California are required to file an initial Statement of Information using form SI-550 and then file again every year during a specific six-month filing window that is based on the corporation's original registration date. If changes have occurred since the time of the last filing, another Form SI-550 should be filed. Where there have been no changes, the corporation should file the Statement of No Change (Form SI-550 NC).
- When to file LLC Statement of Information. LLCs in California are required to file an initial Statement of Information using Form LLC-12 and then file again every two years during a specific six-month filing window that is based on the LLC's original registration date. For all filings other than the initial filing, Form LLC-12 should be used if any changes have taken place since the last filing. If no changes have occurred, then the LLC should file a Statement of Information - No Change (Form LLC-12NC).
Status of LLC or Corporation (California)
Continuing with the example, in order to file a Statement of Information, LLCs and corporations in California must have either active status, or be suspended or forfeited. (Additional information for resolving a suspended or forfeited status can be obtained from the California Secretary of State's website.) If your business is located in California and you are unsure of its status, you can search for this information on California's Secretary of State Business Search page.
The fees charged for the filing of a Statement of Information for either an LLC or a corporation will vary, depending on the regulations set out by the state that requires the filing. Additionally, you should be able to obtain a copy or copies of a filed Statement of Information and, in such cases, copying fees will likely apply. If a certified copy is required, you can expect to pay a certification fee. The amounts of these fees, like the filing fees, will vary from state to state.
Knowing whether you're required to file an annual report or Statement of Information with the state in which you operate is critical to your business success. You may want to consult with an attorney or you can file a statement of information online.