California LLC Annual Report Late Fee Guide: Don't Let Non-Compliance Cost You
Understand California's LLC annual report requirements, late penalties, and step-by-step process to restore your LLC's good standing before it's too late.
California LLC annual reports are due Biennial, in the anniversary month plus the five preceding months. Missing the deadline adds a $250, billed by the Franchise Tax Board on the Secretary of State's behalf. Only the SOS can waive it. Continued failure risks suspension or forfeiture of the LLC's powers late fee with a None. The $250 penalty follows a Statement of Information not filed within its filing period grace period. See details below.
How to cure a late California annual report, and what the state charges for missing it. Source: California Secretary of State.
Ready to file your annual report?
Go directly to the California Secretary of State portal.
Biennial, in the anniversary month plus the five preceding months
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base fee
$20
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late penalty
$250, billed by the Franchise Tax Board on the Secretary of State's behalf. Only the SOS can waive it. Continued failure risks suspension or forfeiture of the LLC's powers
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grace period
None. The $250 penalty follows a Statement of Information not filed within its filing period
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dissolution timeline
Failure to file may result in penalties assessed by the Franchise Tax Board and in suspension or forfeiture of the LLC's powers, rights and privileges
What Happens If You Miss the Deadline
Stage 1
Statement of Information not filed in its filing period
The Franchise Tax Board assesses a $250 penalty on the Secretary of State's behalf. It is charged once per statement not filed on time, not monthly.
✓ Fix:Yes. File the Statement of Information with the $20 fee and settle the $250 penalty.
Stage 2
Continued failure to file
Failure to file may result in penalties assessed by the Franchise Tax Board and in suspension or forfeiture of the LLC's powers, rights and privileges.
✓ Fix:Yes. Bring every outstanding Statement of Information current at $20 each and settle the $250 penalty attached to each one filed late.
How to Fix It: Step-by-Step
1
File Your Overdue Statement of Information
Submit Form LLC-12 through the California Secretary of State website (the $250 penalty is billed separately by the Franchise Tax Board, not paid to the Secretary of State with this filing) at https://www.sos.ca.gov or by mail with the required $20 base fee plus $250 late penalty.
2
Pay All Outstanding Penalties
Include payment for the $250 penalty along with the $20 Statement of Information fee, for each period still outstanding.
3
Request Reinstatement if Dissolved
If your LLC has been administratively dissolved, file a petition for reinstatement with the California Secretary of State, including all back fees and required documentation.
4
Obtain Good Standing Certificate
After successful filing and payment, request a Certificate of Good Standing from the California Secretary of State to verify your LLC's restored status with banks and business partners.
🚨 Reinstatement After Dissolution
Reinstatement Possible?
Yes
How Long Allowed
The filing office has not published a reinstatement deadline that we have been able to verify; confirm your entity's status with it before applying.
Reinstatement Fee
Each outstanding Statement of Information costs $20, plus the $250 Franchise Tax Board penalty attached to each one filed late
What You Lose During Dissolution
Good standing, and with it the certificate of good standing that banks, lenders and licensing bodies ask for. The LLC continues to exist for winding up, so this does not by itself void the liability shield, but the company cannot carry on ordinary business and its name protection is at risk until it is reinstated.
This guide is general information, not legal or tax advice, and reading it does not create an attorney-client relationship. It reports what each state publishes about filing deadlines, fees, and the consequences of missing them, with the sources this page cites. It cannot tell you what your own company owes: the date turns on when and where you formed, states change these rules between our reviews, and in several states an entity-level tax falls due in a year when no report does. Confirm your own dates with the filing office named on this page before you rely on one here, because the penalty for missing a deadline can be administrative dissolution of the company.
Frequently Asked Questions
California charges a $250 late penalty on top of the standard $20 annual Statement of Information fee, totaling $270 when you file late in 2026. The first Statement of Information is due within 90 days of registration, which is the deadline owners most often miss. After that it is biennial, with a filing period running from the calendar month the Articles of Organization were filed back through the five preceding calendar months. The Franchise Tax Board assesses the penalty on the Secretary of State's behalf when the statement is not filed inside that period. You'll submit Form LLC-12 (Statement of Information) to the Secretary of State's office, and the penalty applies automatically when the statement is processed after its filing period. The penalty is more than twelve times the $20 filing fee. The practical implication is significant: missing the filing period not only triggers the penalty but also risks suspension or forfeiture of the LLC's powers, rights and privileges. To avoid this, mark your specific deadline on your calendar now and file Form LLC-12 with both fees before your anniversary date passes.
Yes, California allows LLC reinstatement after administrative dissolution. You must bring the Statement of Information filings current with the California Secretary of State's Business Programs Division. Each outstanding Statement of Information costs $20, and the Franchise Tax Board assesses a $250 penalty on behalf of the Secretary of State for each one filed late. If your LLC was dissolved for failure to file annual reports, you must also submit all overdue reports before reinstatement processes. The practical impact: your business can't legally operate, sign contracts, or access bank accounts during dissolution, reinstatement restores these rights retroactively to the dissolution date. File your Form LLC-12 immediately through the Secretary of State's online filing system (sos.ca.gov) with payment, and expect processing within 5 to 7 business days.
Yes, filing your California LLC annual report late directly jeopardizes your liability protection. When your LLC becomes administratively dissolved by the California Secretary of State for missing the annual report deadline, you lose the liability shield that separates your personal assets from business debts. This means creditors can pursue your personal bank accounts, vehicle, and home to satisfy business obligations. The Statement of Information is biennial, filed during the calendar month the Articles of Organization were filed plus the five preceding calendar months. Failure to file may result in penalties assessed by the Franchise Tax Board and in suspension or forfeiture of the LLC's powers, rights and privileges. Your personal exposure continues until you bring the filings current and settle the $250 penalty alongside the $20 Statement of Information fee. The longer your LLC remains dissolved, the greater your personal liability risk. To protect yourself immediately, submit your annual report and reinstatement documents to the California Secretary of State online at sos.ca.gov or by mail to their Sacramento office today.
You can check your California LLC's current good standing status through the California Secretary of State's online Business Search tool at https://www.sos.ca.gov/cgibin/browse-records. This search is free and provides real-time filing status information. For official documentation, you can request a Certificate of Good Standing directly from the Secretary of State's office for $5; processing takes approximately five to ten business days. This certificate proves your LLC maintains active status and is essential if you're applying for business loans, opening bank accounts, or qualifying for government contracts. A good standing status confirms your Statement of Information is current and all required fees are paid. If your search reveals a suspended or forfeited status, you likely owe the $250 penalty on a Statement of Information filed after its filing period, alongside the $20 filing fee. Visit the Secretary of State's filing portal to immediately submit your overdue annual report and pay any accumulated penalties to restore your good standing status.
Not by the Franchise Tax Board, which assesses the $250 penalty on the Secretary of State's behalf. Only the Secretary of State can waive it, so a waiver request goes to that office rather than to FTB. Relief is discretionary and rare, so treat filing on time as the only reliable way to avoid the charge. You must pay the full $250 penalty along with the $20 Statement of Information (Form LLC-12) filing fee to restore your LLC's good standing with the state. This means your total cost to file late is $270 ($20 Statement of Information fee plus $250 penalty) rather than the standard $20. The practical implication is significant: operating with a suspended LLC status exposes you to personal liability, potential lawsuits, and loss of legal protections. To resolve this immediately, submit your Form LLC-12 with payment to the California Secretary of State's office, either online through their portal or by mail. Processing typically takes 5 to 10 business days once received, so filing today prevents a further $250 penalty attaching to the next statement.
Sources
Each entry below is a document recorded in our verified California sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so.
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Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.
