Instructions for Completing Form LLC-12 Statement of Information Every California and registered foreign limited liability company must file a Statement of Information with the Secretary of State, within 90 days after the filing of its original Articles of Organization or Application for Registration, and every two years thereafter during a specific 6-month filing period based on the original file date, as described in the chart below. Changes to information contained in a previously filed Statement of Information can be made by filing a new Form LLC-12, completed in its entirety. If there has been no change in any of the information contained in the previous complete Statement of Information filed with the California Secretary of State, and if filing within the required 6 month filing window listed below, a Statement of No Change (Form LLC-12NC) may be used in lieu of this Statement of Information (Form LLC-12). Filing Fees: See chart below. Checks should be made payable to the Secretary of State. Copies: To obtain a copy or certified copy of this filed Statement of Information, include payment for copy fees and certification fees at the time this Statement of Information is submitted. Copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional $5.00 certification fee, per document. Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times. Type of Filing Description Initial Filing Form to Use The initial filing is due 90 days from the entity’s registration date. • The periodic filing is due every two years based on the entity’s registration date. • If the registration occurred in an evennumbered year, the periodic filing is due every even year. • If the registration occurred in an oddnumbered year, the periodic filing is due every odd year. • The filing period includes the registration month and the immediately preceding five (5) months. A Statement of Information is submitted after the initial or required filing requirements have been met to update information including changes to the agent for service of process. Required Periodic Filing No Fee Statement Fee Statement of Information - Form LLC-12 $20.00 Statement of No Change - Form LLC-12NC, if no changes since the last complete Statement of Information $20.00 or Statement of Information - Form LLC-12, if changes have been made Statement of Information - Form LLC-12 No Fee Statutory Required 6 Month Filing Window for Limited Liability Companies Month of Formation, Registration or Conversion First Day of Through Last Day of January August January February September February October March April November April May December May June January June July February July March August September April September October May October November June November December July December March August LLC-12 - Statement of Information Applicable Filing Period Instructions (REV 07/2016) American LegalNet, Inc. www.FormsWorkFlow.com 2016 California Secretary of State www.sos.ca.gov/business/be If you are not completing this form online, please type or print legibly in black or blue ink. Complete the Statement of Information (Form LLC-12) as follows: Item 1. Instruction Enter the name of the limited liability company exactly as it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”). Tips • Some foreign LLCs may have registered using an alternate name. 2. Enter the 12 digit file number issued by the California Secretary of State. • The 12-digit file number is provided by the Secretary of State above the file stamp at the top of the LLC’s formation/registration document filed with the California Secretary of State. • To ensure you have the correct file number and exact name of the LLC, look to your formation/registration document filed with the California Secretary of State and any name change amendments. • Secretary of State Records can be accessed online through our Business Search at kepler.sos.ca.gov. While searching the Business Search, be sure to identify your entity correctly including the jurisdiction that matches your entity. 3. If formed outside of California, enter the state or place where the LLC was organized. • The jurisdiction must match the Secretary of State’s records. • The jurisdiction of record with the Secretary of State can be researched online through our Business Search at kepler.sos.ca.gov. 4a. Enter the complete street address, city, state and zip code of the LLC’s principal office. • Street address is required. Do not enter a P.O. Box address or abbreviate the name of the city. 4b. Enter the complete mailing address, city, state and zip code of the LLC if different from Item 4a. • This address will be used for mailing purposes and may be a P.O. Box. 4c. If the LLC was formed in California, enter the complete street address, city and zip code of the office in California, if different from Item 4a. • If Item 4a. is an address in California leave blank and proceed to Item 5. • Do not enter a P.O. Box address or abbreviate the name of the city. If the LLC was formed outside of California, enter the complete street address, city and zip code of the principle business office in California, if any. 5. 6a & b. Enter the name and complete business or • If the LLC has more than one manager or member, enter the residential address of any manager(s), appointed name(s) and addresses of the additional mangers or members on or elected in accordance with the Articles of Form LLC-12A available at bpd.cdn.sos.ca.gov/llc/forms/llcOrganization or Operating Agreement, or if no 12a.pdf. manager(s) has been so elected or appointed, the • Please do not abbreviate the name of the city. name and business or residential address of each • Review your Articles of Organization, or any amendments thereto, member. to determine if the LLC is run by a single manager, more than one manager or by its member(s). • Every LLC is required to have at least one manager/member. • A member(s) is the owner of the LLC similar to a shareholder(s) in a corporation. If Individual Agent: Enter the name and street address of the individual agent for service of process in California. • An Agent for Service of Process is responsible for accepting legal documents (e.g. service of process, lawsuits, subpoenas, other types of legal notices etc.) on behalf of the LLC. If an individual is designated as the agent, complete Items 6a and 6b and proceed to Item 7, leaving Item 6c blank. • There are two types of Agents that can be named: - an individual (manager, member or any other individual) who resides in California with a physical California street address; or - a registered corporate agent qualified with the California Secretary of State • Many times, a small LLC will designate a member or manager 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 LLC and its managers or members named in the filings.) LLC-12 - Instructions (REV 07/2016) 2016 California Secretary of State American LegalNet, Inc. www.FormsWorkFlow.com www.sos.ca.gov/business/be 6c. If Registered Corporate Agent: Enter the name of the registered corporate agent exactly as registered in California, complete Item 6c and proceed to Item 7 (do not complete Items 6a and 6b). • Before a corporation is designated as agent for the LLC, that corporation must have a current agent registration certificate on file with the California Secretary of State, pursuant to Section 1505 stating the address(es) of the registered corporate agent and the authorized employees that will accept service of process of legal documents and notices. • Advanced approval must be obtained from a registered corporate agent prior to designating that corporation as your agent for service of process. • No California or foreign corporation may register as a California corporate agent unless the corporation currently is authorized to engage in business in California and is in good standing on the records of the California Secretary of State. • Provide your Registered Corporate Agent’s exact name as registered with the California Secretary of State. To confirm that you are providing the exact name of the Registered Corporate Agent, go https://businessfilings.sos.ca.gov/frmlist1505s.asp. 7. Briefly describe the general type of business that is the principal business activity of the LLC. 8. Enter the name and complete business or • A chief executive officer may be in addition to members and residential address of the chief executive officer, if managers but generally is the person that occupies the highest any. level position in the LLC’s organization hierarchy in charge of managing the LLC. 9. Type or print the date, the name and title of the person completing this form and sign where indicated. Return Address (Optional): To make it easier to receive communication related to this document, including the purchased copy of the filed document, if any, enter the name of a designated person or company and the corresponding mailing address. Please note that the listed name and mailing address will be a matter of public record, along with the rest of the information provided in this filed document. If you prefer, you may include a name and address on a separate page for this purpose. That separate page will not be made a part of the filing. Where to File: The completed form along with the applicable fees can be mailed to Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, Sacramento, CA 95814. Legal Authority: Statutory filing provisions are found in Section 17702.09, unless otherwise indicated. All statutory references are to the California Corporations Code, unless otherwise stated. Failure to file this Statement of Information by the due date will result in the assessment of a $250.00 penalty. (Sections 17713.07(b) and 17713.09; California Revenue and Taxation Code section 19141.) LLC-12 - Instructions (REV 07/2016) American LegalNet, Inc. www.FormsWorkFlow.com 2016 California Secretary of State www.sos.ca.gov/business/be Secretary of State Statement of Information (Limited Liability Company) LLC-12 IMPORTANT — Read instructions before completing this form. Filing Fee - $20.00 Copy Fees – Face Page $1.00 & .50 for each attachment page; Certification Fee - $5.00 This Space For Office Use Only 1. Limited Liability Company Name 2. 12-Digit Secretary of State File Number 3. State or Place of Organization (only if formed outside of California) 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code CA 5. Manager(s) or Member(s) If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code Item 6a and 6b: If the agent is an individual, the agent must reside in California and Item 6a and 6b must be completed with the agent’s name and California address. Item 6c: If the agent is a California Registered Corporate Agent, a current agent registration certificate must be on file with the California Secretary of State and Item 6c must be completed (leave Item 6a-6b blank). 6. Agent for Service of Process a. California Agent's First Name (if agent is not a corporation) Middle Name b. Street Address (if agent is not a corporation) - Do not list a P.O. Box City (no abbreviations) Last Name Suffix State Zip Code CA c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name b. Address City (no abbreviations) Suffix State Zip Code 9. The Information contained herein, including any attachments, is true and correct. _____________________ Date _____________________________________________________________ Type or Print Name of Person Completing the Form ________________________ Title __________________________________ Signature Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name:     Company: Address: City/State/Zip: LLC-12 (REV 07/2016) American LegalNet, Inc. www.FormsWorkFlow.com 2016 California Secretary of State www.sos.ca.gov/business/be