Additional Resources For Incorporating In The State of
California INCORPORATION RESOURCES
SITE LEGAL INFORMATION
Biennial Reports and Filings
Each California Corporation must file an initial and biennial statement with the California Department of State - Division of Corporations. Failure to file the report on a timely basis will lead to administrative dissolution of your Corporation. Although an administratively dissolved corporation can apply for reinstatement within certain time forms, reinstatement following administrative dissolution is very costly. The cost of reinstating an administratively dissolved corporation is many times as costly as the original formation of your corporation.
FORMS FOR THE INITIAL AND BIEENIAL STATEMENTS SHOULD BE MAILED TO YOU BY THE DEPARTMENT OF STATE.
Every domestic corporation shall file an initial statement setting forth specific information with the California Secretary of State, within 90 days after the filing of its original Articles of Incorporation. A blank form (form SO-200C for stock corporations and form SO-100 for nonprofit corporations) and self-addressed envelope are provided to the corporation at the time of filing.
Effective January 1, 2000, all corporations (foreign and domestic) in active status on the records of the Secretary of State, are required to file a biennial statement. Corporations incorporated or qualified during the months of January, March, May, July, September and November will be due to file in odd years, and those incorporated or qualified in the months of February, April, June, August, October and December will be due to file in even years.
The biennial statement is to be filed by the last day of the anniversary month of incorporation or qualification or within the five month period preceding the anniversary month, and whenever the agent for service of process or the agent's address is changed. A preprinted form and self addressed envelope are automatically sent to each active foreign and domestic corporation, to the last mailing address of record, for completion and return to the Secretary of State prior to the applicable due date.
CHANGES TO STATEMENT INFORMATION
Changes to the information contained in the last filed statement can be made at any time (other than during the applicable filing period as described above) by filing a complete statement (form SO-200C for domestic stock corporations, form SO-100 for domestic nonprofit corporations and form SO-350 for foreign corporations).
NO CHANGE STATEMENT
If there has been no change in the information in the last filed statement, domestic stock and foreign corporations may file a statement during the applicable filing period indicating that no changes in the required information have occurred (form SO-200NC for domestic stock corporations and form SO-350 for foreign corporations). Statute does not provide the filing of a "no change" statement by domestic nonprofit corporations.
BIENNIAL STATEMENT FILING FEE
The filing fee for an initial or biennial statement is $20.00. There is no fee to file a statement changing any information on the initial or biennial statement. All information must be completed when filing the initial statement form, and also when filing a statement due to a change of any information. If a copy of the statement is submitted with the original document, it will be endorsed and returned to the corporation. If no copy is included, the cancelled check will be the corporation's only proof of filing.
PENALTIES FOR FAILURE TO FILE
Failure to file the statement will result in the assessment of a $250 penalty for stock corporations and a $50 penalty for nonprofit corporations and, ultimately, in the suspension or forfeiture of the corporation's powers, rights and privileges, including the right to the name for corporate use. All documents must be mailed or hand delivered for over the counter processing to the Sacramento office. Statements are not filed in branch offices.
Please refer to Contact Information for the location, mailing address and phone number of the Sacramento office. Copies of previously filed statements can be requested, over the counter, in the Sacramento office or by written request to the Sacramento office. Fees and instructions for requesting copies are included on the Corporate Records Order Form.
It is important to keep the Department of State notified of any changes in your Principal Place of Business and Registered Agent. Official forms and filings are required for notifying the Department of State of these changes. Filing fees are also applicable to these notifications.
Some of the documents in this package are available only in Adobe PDF format. You must have Adobe Reader downloaded and installed to use these forms. This is primarily the case with forms where the state proscribes and requires that you use a pre-printed form that the state has created.