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Customer Alert - Misleading Business Solicitations.

If you are representing a business, we want you to be aware of deceptive solicitations being sent to many entities registered with the California Secretary of State.

To learn more about these deceptive solicitations, please reference our Customer Alerts webpage.

California businesses that receive one of these fraudulent solicitation letters or that have paid the company and received a fraudulent certificate should submit a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, all related documents if available, and a copy of the fraudulent certificate) to the California Attorney General, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244-2550. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website

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Electronic Signatures

Electronic signatures on filings submitted through the Secretary of State's online process are the only electronic signatures that are acceptable for filings with the Secretary of State. Computer generated signatures or fonts made to look like a signature printed on paper filings are not acceptable.

"Electronic signature" is defined generally as an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record. An electronic signature may be as simple as typing in a name electronically, checking a box indicating an intent to sign or some similar process. However, electronic signatures only are permissible in electronic transactions between consenting parties. The use of an electronic signature requires the agreement of both parties to allow the use of the electronic signature and must be on a document that requires a signature and that is electronic.

Electronic signatures on filings submitted through the Secretary of State's online process are the only electronic signatures that are acceptable for filings with the Secretary of State.

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Digital Signatures

"Digital signature" means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature. A digital signature is a type of electronic signature that requires specific security criteria to be met during the electronic transaction to ensure the signature is from the party it is supposed to be from. Digital signatures use a form of encryption as part of the signature process to ensure the signature cannot be duplicated or impersonated and require the receiving party to have the encryption key to decipher the signature.

Digital signatures on filings submitted through the Secretary of State's online process are the only digital signatures that are acceptable for filings with the Secretary of State.

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Form/register, license or terminate a business entity.

How do I reserve a corporation, limited liability company or limited partnership name?

A request to reserve a corporation, limited liability company or limited partnership name can be submitted online at bizfileOnline.sos.ca.gov. Name Reservation regulations are available at https://www.sos.ca.gov/administration/regulations/current-regulations

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How do I form a business entity in California?

A business entity can be formed in California online at bizfileOnline.sos.ca.gov. Filing tips are included with most online forms.

  • Corporation: File Articles of Incorporation online at bizfileOnline.sos.ca.gov. The online forms have been drafted to meet the minimum statutory requirements. You can include additional provisions in an attachment. Note: Bylaws and meeting minutes are not filed with the Secretary of State.
  • Limited Liability Company: File Articles of Organization (Form LLC–1).File Articles of Organization online at bizfileOnline.sos.ca.gov. The online form has been drafted to meet the minimum statutory requirements. You can include additional provisions in an attachment. Note: Operating Agreements and meeting minutes are not filed with the Secretary of State.
  • Limited Partnership: File a Certificate of Limited Partnership online at bizfileOnline.sos.ca.gov. The online forms have been drafted to meet the minimum statutory requirements.
  • General Partnership: File on paper and submit to our Sacramento office a Statement of Partnership Authority (Form GP–1). Filing Form GP–1 is permissive. Note: A general partnership may record its partnership agreement at the county recorder's office in the county where the general partnership is located.
  • Limited Liability Partnership: File an Application to Register a Limited Liability Partnership (Form LLP–1).File on paper and submit to our Sacramento office an Application to Register a Limited Liability Partnership (Form LLP–1).

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting formation documents to the Secretary of State.

Note: Many paper documents submitted for corporations, limited liability companies and limited partnerships are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. online forms and Filing Tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

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How do I obtain a license or permit for my business entity?

Once the business entity is formed or registered with the California Secretary of State online at bizfileOnline.sos.ca.gov, the entity must obtain the necessary licenses and/or permits.

The Secretary of State does not issue licenses or permits for business entities. Please refer to the CalGold (California Government: On–Line to Desktops) website for information about business license/permit requirements. CalGold's online database provides links and contact information to agencies that administer and issue business licenses, permits and registration requirements from all levels of government.

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Where do I file a fictitious business name?

Fictitious business names are filed with the county in which the principal place of business is located. Please check with the county for specific requirements.

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Are bylaws or operating agreements filed with the Secretary of State?

No, bylaws and operating agreements (and any amendments thereto) are maintained by the business entity and are not filed with the Secretary of State. Requests for copies or information about these documents should be directed to the business entity itself.

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Where do I obtain my corporate seal?

Corporate seals may be obtained directly from an office supply or stationary company after the corporation has been formed with the Secretary of State. The Secretary of State does not issue corporate seals.

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Do I have to qualify or register a foreign (out–of–state or out–of–country) business entity?

Before transacting intrastate business in California, the business must first qualify/register with the California Secretary of State online at bizfileOnline.sos.ca.gov. "Transacting intrastate business" is defined as entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.

The Secretary of State's office cannot advise you as to whether or not the business must qualify/register to do business in California. If you require assistance in making that determination and to ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel. (California Corporations Code section 191, 210515909.021695917708.02 and 17708.03.)

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How do I qualify or register a foreign (out–of–state or out–of–country) business entity in California?

A foreign business entity can qualify/register to transact business in California online at bizfileOnline.sos.ca.gov. Filing tips are included with each online form.

  • Corporation: File a Statement and Designation by Foreign Corporation online at bizfileOnline.sos.ca.gov. The online forms have been drafted to meet the minimum statutory requirements. You must attach a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign corporation is incorporated.
    • Register – Out-of-State Corporation – Stock
    • Register – Out-of-State Corporation – Accountancy or Law
    • Register – Out-of-State Corporation – Nonprofit
  • Limited Liability Company: File a Registration – Out-of-State LLC online at bizfileOnline.sos.ca.gov. The online forms have been drafted to meet the minimum statutory requirements. You must attach a valid certificate of good standing by an authorized public official of the foreign jurisdiction under which the foreign limited liability company is organized.
  • Limited Partnership: File a Registration – Out-of-State LP online at bizfileOnline.sos.ca.gov. The online forms have been drafted to meet the minimum statutory requirements. You must attach a valid certificate of good standing (or other record of similar import) by an authorized public official of the foreign jurisdiction under which the foreign limited partnership is organized.

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting qualification or registration documents to the California Secretary of State.

Note: Many paper documents submitted for corporations, limited liability companies and limited partnerships are returned for correction without being filed because of name issues, errors, omissions, or misstatements contained in the proposed filings submitted to this office. The online forms and Filing Tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

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How do I terminate (dissolve, surrender or cancel) my business entity?

A domestic (California) or foreign (out–of–state or out–of–country) corporation, cooperative, limited liability company and limited partnership can dissolve, surrender or cancel by filing the applicable termination form(s) online at bizfileOnline.sos.ca.gov. Once logged in, you must: (1) Find the applicable entity under your My Business Records; (2) Once selected, select the File an Amendment button in the top right-hand corner of the drawer); and (3) Follow the prompts/steps of the online form.

  • California Stock Corporation: File online at bizfileOnline.sos.ca.gov Election to Terminate – CA Corporation and Termination – CA Corporation, unless the election to dissolve is made by the vote of all the outstanding shares, in which case only the Termination – CA Corporation is required; OR, in limited circumstances, the Termination - Short Form CA Corporation (formed within 12 Months) may be filed.
  • California (Nonprofit Corporation: File online at bizfileOnline.sos.ca.gov the Election to Terminate – CA Nonprofit Corporation, General Cooperative and Termination – CA Nonprofit Corporation, General Cooperative, unless the election to dissolve is made by the vote of the members, or if the nonprofit corporation has no members by the vote of all the directors, in which case only the Termination – CA Nonprofit Corporation, General Cooperative is required; OR, in limited circumstances, the Termination - Short Form CA Nonprofit Corporation (formed within 24 Months) may be filed. Note: If the dissolving corporation is a nonprofit public benefit or religious corporation, the Termination – CA Nonprofit Corporation, General Cooperative must have an attachment of a letter from the Attorney General that either waives objections to the distribution of the corporation's assets or confirms that the corporation has no assets.
  • Qualified Foreign (Out-of-State) Corporation: File online at bizfileOnline.sos.ca.gov the Termination – Out-of-State Corporation.
  • California Limited Liability Company: File online at bizfileOnline.sos.ca.gov the Election to Termination – CA LLC and Termination – CA LLC, unless all the members vote to dissolve, in which case only the Termination – CA LLC; OR, in limited circumstances, a Termination – Short Form – CA LLC (formed within 12 Months) may be filed.
  • Qualified Foreign (Out-of-State)  Limited Liability Company: File online at bizfileOnline.sos.ca.gov the Termination – Out-of-State LLC.
  • California or Qualified Foreign (Out-of-State) Limited Partnership: File online at bizfileOnline.sos.ca.gov the Termination – CA and Out-of-State LP.
  • General Partnership: File on paper and submit to our Sacramento office a Certificate of Dissolution (Form GP–4).
  • Limited Liability Partnership: File on paper and submit to our Sacramento office a Notice of Change of Status (Form LLP–4).

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting termination documents to the California Secretary of State.

Note: Many paper documents submitted for corporations, limited liability companies and limited partnerships are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. The online forms and Filing Tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

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What do I do if I received a notice from a private company named Business Filings Division soliciting to file termination documents for my business entity?

The Secretary of State's office has been advised that letters are being sent to California corporations directing them to submit $495 or some other amount and a completed form to a private company named Business Filings Division or similar names in order to dissolve their business entity (See Example (PDF). or file a Statement of Information with the Secretary of State’s office. Similar letters are being sent to California limited liability companies.

These letters/forms do not meet the requirements of the California Corporations Code, and a corporation cannot delegate the obligation to have the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution signed and verified by the shareholders, members, officers or directors of the corporation. Additionally, the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution must be submitted to the California Secretary of State's office for filing.

Note: There is no filing fee associated with submitting a termination document to the Secretary of State. The fee for filing a Statement of Information is $20 or $25. Both termination documents and statements of information can be submitted online at bizfileOnline.sos.ca.gov.

California businesses that receive one of these fraudulent solicitation letters can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General's office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2250. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website at www.oag.ca.gov/consumers.

These solicitations are not being made by the California Secretary of State's office and are not being made by or on behalf of any governmental entity. Although a business entity can use an intermediary to submit filings and fees to our office, no business is required to go through another company in order to file its documents with the Secretary of State's office.

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Annual and biennial requirements for a business entity.

When and how often am I required to file a Statement of Information?

Statement of Information filing requirements vary depending on the type of entity (corporation or limited liability company), jurisdiction of formation, and for corporations, if the entity is a stock or nonprofit corporation. For fastest service, file the Statement of Information online.Statements of Information can be filed online at bizfileOnline.sos.ca.gov. Generally, CA Stock Corporations and Qualified Out-of-State Corporations are required to file their Statement of Information yearly in the month of registration with the California Secretary of State. California Nonprofit Corporations and all Limited Liability Companies are required to file every two years in the month of registration in even or odd years based on the year of registration. All businesses should file a Statement of Information when information changes and must file a new Statement of Information when their agent for service of process resigns or is no longer valid.

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What entity types are requried to disclose Labor Judgments on the Statement of Information and what is required to be disclosed?

California Stock Corporations, Qualified Out-of-State Corporations, California Limited Liability Companies, and Qualified Out-of-State Limited Liability Companies.

Corporation: California Stock Corporations and Qualified Out-of-State corporations are required to indicate if any officer or director has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code. If an entity owes wages or other provisions to its employees, it may result in a judgment against an employer. If there is no pending appeal against the judgment and the judgement is against an officer or director of the corporation, then the officer or director has an outstanding judgment that the corporation must disclose.

LLC: All limited liability companies are required to indicate whether any member or any manager has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code. If an entity owes wages or other provisions to its employees, it may result in a judgment against an employer. If there is no pending appeal against the judgment and the judgment is against a member or manager of the limited liability company, then the member or manager has an outstanding judgment that the limited liability company must disclose.

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What taxes do I need to file, or business licenses/permits do I need to renew?

Most businesses must pay a minimum Franchise Tax of $800 each year. There are several agencies that administer a variety of taxes. Please refer to our Tax Information webpage for a list of agencies that can assist you in determining your tax obligations and provide you with information about tax reporting and taxpayer rights. Please refer to the CalGOLD (California Government: On–Line to Desktops) website for information about business license/permit requirements in California.

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What do I do if I received a notice from a Corporate Compliance entity soliciting to prepare annual minutes or file a Statement of Information for my business entity?

Some private companies have been soliciting business through mass mailings to business entities to prepare annual minutes and/or to file the Statement of Information with our office. These private companies are in no way affiliated with the Secretary of State or any other government agency, although the solicitations are made to appear similar to our Statement of Information form. Statements of Information can be filed online at bizfileOnline.sos.ca.gov. Annual meeting minutes are not filed with our office.

Please refer to our Customer Alert webpage for additional information about these types of misleading solicitations.

California businesses in receipt of a solicitation letter that seems misleading or confusing can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General's office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2550. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General's website at oag.ca.gov/consumers.

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How do I change my business entity's address of record, the name and/or address of the agent for service of process, officers, directors, managers, members and/or partners?

A business registered with the California Secretary of State may change its address(es) by submitting the appropriate document:

  • California Stock Corporation and Out-of-State Corporation: File online at bizfileOnline.sos.ca.gov the Statement of Information – CA and Out-of-State Corporation.
  • California Nonprofit Corporation, Credit Union and General Cooperative: File online at bizfileOnline.sos.ca.gov the Statement of Information – Nonprofit Corporation. Note: Those corporations that are a Common Interest Development also must file the Common Interest Development Statement – CA Nonprofit Corporation.
  • California and Out-of-State Limited Liability Company: File online at bizfileOnline.sos.ca.gov the Statement of Information – CA and Out-of-State LLC.
  • California Limited Partnership: File online at bizfileOnline.sos.ca.gov the Amended Certificate of Limited Partnership – CA LP.
  • Foreign Limited Partnership: File on paper and submit to our Sacramento Office an Amendment to Application for Registration (Form LP–6).
  • General Partnership: File on paper and submit to our Sacramento Office a Statement of Amendment/Cancellation (Form GP–7).
  • Limited Liability Partnership: File on paper and submit to our Sacramento Office an Amendment to Registration (Form LLP–2).
  • Unincorporated Association: File on paper and submit to our Sacramento Office a Statement by Unincorporated Association (Form UA–100).
  • Foreign Partnership (other than a foreign limited partnership): File on paper and submit to our Sacramento Office a Statement by Foreign Partnership (Form LL–27).

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Agent for Service of Process.

What is an "agent for service of process" and who can be such an agent?

An agent for service of process is an individual who resides in California, or a registered 1505 corporate agent, designated to accept service of process (court papers) if the business entity is sued. If a corporation is designated as agent for service of process, that corporation must be active and have a current Corporate Registered Agent (1505) Application on file with the California Secretary of State. Many times, a small corporation will designate an officer or director as the agent for service of process. The individual agent should be aware that the name and the physical street address of the agent for service of process is a public record, open to all (as are all the addresses of the corporation provided in filings made with the California Secretary of State.)

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Can my business entity be its own agent for service of process?

A business entity cannot act as its own agent for service of process and no corporation may file a certificate pursuant to California Corporations Code section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State. Many times, a small corporation will designate an officer or director as the agent for service of process. The individual agent should be aware that the name and the physical street address of the agent for service of process is a public record, open to all (as are all the addresses of the corporation provided in filings made with the California Secretary of State.)

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Where can I find a corporation to act as agent for service of process?

For a list of all corporations currently authorized to act as agents for service of process (Registered Corporate Agents), see the Secretary of State’s List of Registered Corporate Agents. Note: Advanced approval must be obtained from a Registered Corporate Agent prior to designating that corporation as your agent for service of process. The address of a Registered Corporate Agent is available on the Secretary of State’s Business Search, and if provided by the corporation, additional contact information may be available on the Secretary of State’s Private Service Companies webpage. You also may wish to search online to determine if the corporation has a website with information about contacting that corporation.

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How do I change the name and/or address of my agent for service of process?

A business registered with the California Secretary of State may change its address(es) by submitting the appropriate document:

  • California Stock Corporation and Out-of-State Corporation: File online at bizfileOnline.sos.ca.gov the Statement of Information – CA and Out-of-State Corporation.
  • California Nonprofit Corporation, Credit Union and General Cooperative: File online at bizfileOnline.sos.ca.gov the Statement of Information – Nonprofit Corporation. Note: Those corporations that are a Common Interest Development also must file the Common Interest Development Statement – CA Nonprofit Corporation.
  • California and Out-of-State Limited Liability Company: File online at bizfileOnline.sos.ca.gov the Statement of Information – CA and Out-of-State LLC.
  • California Limited Partnership: File online at bizfileOnline.sos.ca.gov the Amended Certificate of Limited Partnership – CA LP.
  • Foreign Limited Partnership: File on paper and submit to our Sacramento Office an Amendment to Application for Registration (Form LP–6).
  • General Partnership: File on paper and submit to our Sacramento Office a Statement of Amendment/Cancellation (Form GP–7).
  • Limited Liability Partnership: File on paper and submit to our Sacramento Office an Amendment to Registration (Form LLP–2).
  • Unincorporated Association: File on paper and submit to our Sacramento Office a Statement by Unincorporated Association (Form UA–100).
  • Foreign Partnership (other than a foreign limited partnership): File on paper and submit to our Sacramento Office a Statement by Foreign Partnership (Form LL–27).

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If I am unable to serve the designated agent of a business entity with court papers, can I serve the business entity through the Secretary of State?

Please refer to our Service of Process webpage for information about substituted service of process through the Secretary of State's office.

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Delinquency and penalty notices from the Secretary of State or Franchise Tax Board.

Why was my business entity assessed a penalty?

Penalties are assessed by the Franchise Tax Board when a business entity has not filed the required Statement of Information with the Secretary of State’s office. If the statement has not been filed timely, the entity is provided a notice of delinquency, and after 60 days from that notice, if no statement has been filed, the Secretary of State’s office notifies the Franchise Tax Board, who assesses and collects the penalty. Statements of Information can be filed online at bizfileOnline.sos.ca.gov.

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How was I to know that I had to file a Statement of Information?

Every corporation and limited liability company is required to file a Statement of Information either every year or every two years as applicable. The Secretary of State sends a reminder to the business entity approximately three months prior to the date its filing is due. If the business entity, then fails to file the required Statement of Information, it is provided a notice of delinquency and an additional 60 days in which to file. Note: It is a business entity's responsibility to submit a Statement of Information even if it did not receive the reminder or the notice of delinquency, however, that is why it is important to keep the entity's address information up to date with the Secretary of State to ensure notices are received. Statements of Information can be filed online at bizfileOnline.sos.ca.gov.

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How often am I required to file a Statement of Information?

A Statement of Information must be filed either every year for California stock, cooperative, credit union, and all qualified out-of-state corporations or every two years (only in odd years or only in even years based on year of initial registration) for California nonprofit corporations and all California and qualified out-of-state limited liability companies. A Statement of Information also must be filed if the name and/or address of the agent for service of process changes or the agent resigns. It is important to file a Statement of Information when the entity’s address information changes. Statements of Information can be filed online at bizfileOnline.sos.ca.gov.

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How do I dispute a penalty assessed to a business entity?

A request to waive the penalty for failure to file the Statement of Information can be submitted in writing to the Secretary of State, Statement of Information Unit – Attention: Statement of Information Penalties, P.O. Box 944230, Sacramento, CA 94244–2300 or you may submit a request online at Email Penalty Waivers.

The waiver request must include an explanation of the reasonable cause or unusual circumstance supporting the business entity's failure to file the required Statement of Information timely. Per statute, failing to receive a reminder notice to file does not excuse an entity from filing the required statement. Note: If a current statement has not been filed, a Statement of Information must be filed online at bizfileOnline.sos.ca.gov before the waiver request will be considered.

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How do I change my business entity's address of record?

A business registered with the California Secretary of State may change its address(es) by submitting the appropriate document:

  • California Stock Corporation and Out-of-State Corporation: File online at bizfileOnline.sos.ca.gov the Statement of Information – CA and Out-of-State Corporation.
  • California Nonprofit Corporation, Credit Union and General Cooperative: File online at bizfileOnline.sos.ca.gov the Statement of Information – Nonprofit Corporation. Note: Those corporations that are a Common Interest Development also must file the Common Interest Development Statement – CA Nonprofit Corporation.
  • California and Out-of-State Limited Liability Company: File online at bizfileOnline.sos.ca.gov the Statement of Information – CA and Out-of-State LLC.
  • California Limited Partnership: File online at bizfileOnline.sos.ca.gov the Amended Certificate of Limited Partnership – CA LP.
  • Foreign Limited Partnership: File on paper and submit to our Sacramento Office an Amendment to Application for Registration (Form LP–6).
  • General Partnership: File on paper and submit to our Sacramento Office a Statement of Amendment/Cancellation (Form GP–7).
  • Limited Liability Partnership: File on paper and submit to our Sacramento Office an Amendment to Registration (Form LLP–2).
  • Unincorporated Association: File on paper and submit to our Sacramento Office a Statement by Unincorporated Association (Form UA–100).
  • Foreign Partnership (other than a foreign limited partnership): File on paper and submit to our Sacramento Office a Statement by Foreign Partnership (Form LL–27).

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Suspension/forfeiture notices from the Secretary of State or Franchise Tax Board.

I received a notice of pending suspension/forfeiture, what do I do?

Follow the instructions in the notice. If you have not  filed the required Statement of Information, a Statement of Information can be filed online at bizfileOnline.sos.ca.gov.

Note: To avoid suspension/forfeiture of the entity's powers, rights, and privileges (including the right to use the entity name), the Statement of Information must be received and filed by the California Secretary of State no later than 60 days from the Notice Date that appears on the Notice of Pending Suspension/ Forfeiture.

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How was I to know that I had to file a Statement of Information?

Every corporation and every limited liability company is required to file a Statement of Information either every year or every two years (only in odd years or only in even years based on year of initial registration), as applicable. The Secretary of State sends a reminder to the business entity approximately three months prior to the date its filing is due. If the business entity fails to file the required Statement of Information, the business entity is provided a notice of delinquency and an additional 60 days in which to file.

Note: It is the business entity's responsibility to submit a Statement of Information even if it did not receive the reminder or the notice of delinquency, however, that is why it is important to keep the entity's information up to date with the Secretary of State to ensure notices are received. A Statement of Information can be filed online at bizfileOnline.sos.ca.gov.

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Why is my business entity suspended/forfeited and how do I revive it?

A business entity's powers, rights and privileges, which include the right to use the entity's name in California, can be suspended or forfeited in California for 3 reasons:

  1. By the Secretary of Stawte failure to file a Statement of Information and/or 
  2. By the Secretary of State in the case of a domestic or foreign corporation, for failure to reimburse the Victims of Corporate Fraud Compensation Fund (VCFCF) for a paid claim; and/or 
  3. By the Franchise Tax Board for failure to meet tax requirements (e.g., file a return, pay taxes, penalties, interest).

Subject to the availability of the business entity name, an entity suspended/forfeited by the:

  1. Secretary of State can be revived by:
    1. Filing a current Statement of Information online at bizfileOnline.sos.ca.gov. Note: A common interest development corporation also must submit a Statement by Common Interest Development Association together with the Statement of Information. Both can be filed online at bizfileOnline.sos.ca.govand/or
    2. Reimbursing the VCFCF for a paid claim. Questions about reinstatement from VCFCF suspension/forfeiture should be directed to the Secretary of State, Victims of Corporate Fraud Compensation Fund, Attention: Ombudsperson, P.O. Box 15659, Sacramento, CA 95852. For further information and relevant statutory provisions, see Victims of Corporate Fraud Compensation Fund.

Note: In the case of a CA or qualified out-of-state corporation, the most common reason for suspension/forfeiture by the Secretary of State is failure to file the required Statement(s) of Information as stated above. A Statement of Information can be filed online at bizfileOnline.sos.ca.gov.

  1. Franchise Tax Board: Contact the Franchise Tax Board for revivor requirements.
  2. Secretary of State and Franchise Tax Board: First file a current Statement of Information online at bizfileOnline.sos.ca.govand/or reimburse the VCFCF, and obtain a Secretary of State Proposed Relief Letter from suspension or forfeiture. Upon receipt of the Secretary of State Proposed Relief Letter, the business entity should complete an Application for Certificate of Revivor (Form FTB 3557) and submit the application along with a copy of the Proposed Relief Letter to the Franchise Tax Board. Note: The business entity will remain suspended by the Secretary of State until both the Secretary of State and Franchise Tax Board revivor requirements have been met.

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What do I do if my business entity is suspended/forfeited and another party has reserved the name or another entity is using the name?

The suspended/forfeited business entity must change its name, obtain a release of name reservation from the party who has reserved the name, or convince the other entity to change its name. A name change amendment can be filed online at bizfileOnline.sos.ca.gov.

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How do I change the name of my business entity?

A business entity name can be changed in California by filing the applicable document online at bizfileOnline.sos.ca.gov.

Note: Many paper documents submitted for corporations, limited liability companies and limited partnerships are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. The online forms and Filing Tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting amendment documents to the Secretary of State.

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Complaints about a business entity.

Where do I file a complaint against a business entity?

For assistance in determining where to file a complaint against a business entity and how to proceed, please refer to the Department of Consumer Affairs, Consumer Resource & Referral Guide. The Secretary of State Business Programs Division does not regulate business operations or business practices. If you believe that a business is operating illegally, you may contact the Office of the California Attorney General, the Better Business Bureau, or seek private legal counsel.

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Where can I learn who the officers, directors, managers, members, partners, and/or agent for service of process are for a specific business entity?

bizfileOnline.sos.ca.gov contains information related to officers, directors, managers, members, general partners, and/or agent for service of process. The names of the directors, chief executive officer and five highest compensated executive officers for publicly traded corporations can be obtained online at bizfileOnline.sos.ca.gov through the Business Search utilizing the Advanced button.

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Where can I learn more about business identity theft?

For more information about business identity theft, please visit the Secretary of State Business Identity Theft Resources.

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Copies of records and/or a Certificate of Status.

How do I request copies of filed business entity documents?

Certified Copies can be obtained online at bizfileOnline.sos.ca.gov. Plain copies are available online for free.

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Can I request a Certificate of Status online?

Certificates of Status can be obtained online at bizfileOnline.sos.ca.gov.

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