California corporations, including those managing BID funds, are required to file a bi-annual Statement of Information with the Secretary of State. Although this paperwork is routine and seems innocuous, failure to file can have serious consequences.
What to File
The Statement of Information is a short, one-page form.vIts purpose is to provide contact information for the corporation and those associated with it: the President or Chair, Secretary, and Treasurer.vIt also lists the official agent for service of process – meaning the person to whom paperwork is handed if the corporation is subpoenad or sued.
When to File
For nonprofits, a statement of information is required to be filed every other year, regardless of whether there have been any changes in information. The filing period is a 90-day window that begins on the anniversary of the day the corporation was created. A corporation formed on January 1, for instance, would have until March 31 to file its statement – while a corporation formed on February 15 would have until May 16.
Not sure when your corporation was created? Visit this website (http://kepler.sos.ca.gov) check the “corporation name” bubble and enter the corporation name to find out. The creation date will be listed under the column heading “date filed”.
In addition to the regular bi-annual filing, corporations should also file updates when any of the information changes. Updates can be filed at any time, and there is no filing fee.
Where to File
There are two ways to file your Statement – by submitting a paper form, or by online filing.
Online
Online filing is the fastest way to submit your Statement. The processing time for online filings is 2-3 days. You will need a Visa or Mastercard to pay the filing fee. The filing can be done on the Secretary of State’s website here: https://businessfilings.sos.ca.gov
Paper
The paper version of the statement can be filed by mail or in person. The processing time for paper version can be up to 90 or more days. It is available for download from the Secretary of State here: http://bpd.cdn.sos.ca.gov/corp/pdf/so/corp_so100.pdf
Why to File
Although the Statement is a simple document, the consequences of failing to file it can be severe. A statement that is not filed on time can be subject to a $50 penalty from the Secretary of State. But, it’s not the Secretary of State you should be worried about.
The Franchise Tax Board can suspend your corporation if your Statement is not timely filed. According to the FTB, “suspension or forfeiture affects a business in many ways. The business loses its rights, powers, and privileges to conduct business in California and will be unable to:
- Bring an action or defend itself in court.
- Receive an automatic extension of time to file their California income tax return.
- File a claim for refund.
- File or maintain an appeal with the Franchise Tax Board and Board of Equalization.
- Begin or continue a protest.
In short, failure to file a timely Statement of Information can preclude your company from doing any business in the State of California.
How to File – Scam Alert!
Be careful to file your Statement of Information directly with the Secretary of State. The current filing fee is $20. Because your corporation information is public record, there are many scam artist companies who will offer to help you file your Statement, for grossly inflated fees. Beware of anything with a filing fee greater than $20 – it’s probably a scam! Fees charged by scam artists can range from under $50 to several hundred dollars. Click here for a sample of one of these scams.
(4/9/2015)
