When it comes to maintaining a California business entity, the Statement of Information is one of the simplest and most routine filings required by the Secretary of State. But despite its simplicity, this form can carry significant legal weight, both in how it reflects your business’s structure and in how third parties—like courts, creditors, or vendors—might interpret it. A properly completed Statement of Information can help affirm the authority of individuals acting on behalf of the business. On the other hand, a poorly completed one can raise red flags, create internal contradictions, or be used against the business or its principals in ways that were never intended.
What is a Statement of Information?
The Statement of Information (SOI) is a periodic filing required by the California Secretary of State for corporations, limited liability companies (LLCs), and certain other entities. It provides basic identifying information about the business, including its addresses, management, and agents for service of process.
For corporations, this form is filed annually; for LLCs, it’s filed every two years. The primary purpose is to maintain up-to-date public records about the entity and its authorized agents and managers.
Corporations Code §1502 – The Basics (for Corporations)
Under California Corporations Code §1502, every California stock corporation must file a Statement of Information annually, within 90 days of incorporation and then every year thereafter. This section requires corporations to disclose key information, including:
- The name of the corporation and Secretary of State file number.
- The complete street address (not a P.O. Box) of the principal executive office and of the agent for service of process.
- The names and business or residential addresses of the corporation’s Chief Executive Officer, Secretary, and Chief Financial Officer (or Treasurer).
- The number of directors and, in some cases, their names and addresses, especially if required under the bylaws.
As noted earlier, mismatches between these reported positions and what the governing documents require—such as the number of directors or their proper titles—can have legal and practical consequences. For example, an earlier article from our firm discussed how many businesses use the terms CEO and President interchangeably, which can lead to misunderstandings and disputes, especially when those titles are used for different people in an inconsistent way.
LLCs and Corporations Code §17702.09
For limited liability companies, the requirements for Statements of Information are governed by California Corporations Code §17702.09. Similar to §1502 for corporations, this section requires:
- That a California LLC must file a Statement of Information within 90 days after filing its Articles of Organization.
- After the initial filing, an SOI must be filed every two years during the applicable filing period.
- The SOI must include:
- The name of the LLC and the Secretary of State file number.
- The complete street address of the principal office and the business office in California, if any.
- The name and address of the LLC’s agent for service of process.
- The name and address of each manager if the LLC is manager-managed; or each member if it is member-managed.
- The name of any Chief Executive Officer, if the LLC has appointed one.
- Certain labor law compliance disclosures if applicable.
Corporations Code §17702.09 also provides that if there are no changes since the last SOI filing, a “No Change Statement” may be filed instead—though care must be taken to ensure that “no change” is truly accurate. Filing an outdated or incomplete form can unintentionally mislead third parties or create internal governance disputes down the line. Interestingly, the Secretary of State’s website does not currently allow for just a no-change statement and instead prompts a user to complete the form. It does auto-fill, which is handy.
Like corporate SOIs, LLC Statements of Information are public records. They can be accessed by anyone—including creditors, ex-spouses, vendors, or regulatory bodies—so what is included (or omitted) may have real consequences. Because the form doesn’t ask for role clarification between “manager” and “member,” it’s often a best practice to clarify by listing titles directly with the names, e.g., “John Smith, Managing Member” or “Jane Doe, Co-Manager”, to avoid ambiguity in interpretation. Please note that the form does not prompt for titles or positions. This suggestion is made with the express advisement that it may not matter and may not be allowed/recognized by the Secretary of State or others.
Small Business Pitfalls: The Family Corporation
A common scenario in small businesses is that a corporation is formed with two or three family members as shareholders. However, few realize that once there are two shareholders, the Corporations Code requires at least two directors on the board. Governing documents can differ and the previous sentence reflects the allowed statutory minimums for directors. Generally, when there are more than two directors the law and governing documents may require 3 or more directors. Therefore there can be a disconnect: the Statement of Information often lists just one person—the person actually running the business—as the sole director or officer, while the bylaws (or shareholder agreement) may imply something different.
If only one person is listed and makes all decisions, but the governing documents technically require more directors, this mismatch can create vulnerabilities. For example, if a shareholder dispute arises, the filed SOI could be used to question the legitimacy of how the business has been managed. Put into scary lawyer-speak, discrepancies like that can be used to try to support an attempt to pierce the corporate veil.
Titles Matter: CEO vs. President vs. Managing Member
The Statement of Information for corporations asks for identification of the Chief Executive Officer, Secretary, and Chief Financial Officer (CFO). Many small businesses instead use the term “President” in their bylaws or internal documents regarding the highest position in the hierarchy, leading to potential confusion. Such businesses might also just name people based on personal relationships as opposed to what they actually do in the business. It is not uncommon for a corporate audit/review for a properly formed and maintained entity to reveal that a long lost former best friend or trusted uncle is listed in the governing documents or in the filed statements of information when that person is no longer involved in the company. Thankfully, because the Secretary of State stopped using the auto-filled no-change statements, it causes small businesses to actually think more about what information they type in. These kinds of contradictions—between what’s in the governing documents and what’s reported on the SOI—can make it difficult to demonstrate who truly has the authority to act on behalf of the company.
LLCs: Ambiguity in Simplicity
For LLCs, the SOI form is arguably even more ambiguous. It asks for:
- The name and address of the agent for service of process.
- The name(s) and address(es) of each manager or, if no manager has been appointed, each member.
- The street address of the principal office (again, not a P.O. Box).
- The name of a Chief Executive Officer, if applicable.
However, the form does not require the filer to specify whether a listed person is a manager or member, nor does it provide a designated field for this distinction. This ambiguity can cause major issues in real life.
Imagine this: someone completes the form listing a business associate’s name, assuming they’re just a “member.” But later, a dispute arises, and the associate claims they were listed with the intention of acting as a “manager.” The form itself won’t clarify the intent. Again, a potentially helpful workaround is to list the role directly next to the name—for example: “Jane Doe, Co-Manager.”
Similarly, the inclusion of a field for “Chief Executive Officer” can be both useful and problematic. Some vendors want to see a formal designation of authority when entering into contracts. Listing a CEO on the SOI can satisfy that request. However, most boilerplate LLC operating agreements do not address the role of a CEO at all. Without proper documentation, naming someone as a CEO can create confusion about their actual legal authority within the LLC.
Labor Code Violation Disclosures
In recent years, California has added questions to the LLC SOI forms that ask whether any manager has an outstanding final judgment for a violation of the California Labor Code, or, in the case of out-of-state LLCs not managed by managers, whether any members do. This information becomes part of the public record and may have compliance or reputational implications for the business.
Public Record – More Than Just a Filing
It’s important to remember: the Statement of Information becomes part of the public record. Anyone—including creditors, litigants, and ex-spouses—can access it.
Take, for example, family law proceedings. Judicial Council Form FL-150 (Income and Expense Declaration), used for spousal or child support determinations, asks if the declarant owns any part of a business. If a person is named in an LLC’s Statement of Information, a court may presume they are a member, even if they were just listed without authority. That can open the door to discovery demands, financial scrutiny, or even attempts to attribute income from the business to the individual.
In enforcement of judgment actions, it’s common to examine a debtor’s sources of income. An investigator may use an SOI to identify entities connected to a person and subpoena business records or financial data based on what they find in that filing.
The Big Picture: It’s Required, Useful When Accurate, and Risky When Not
The Statement of Information is a deceptively simple form. It can serve as an efficient and cost-effective way to present key details about your business to the public, to vendors, and to other third parties. In some cases, it’s the only document someone ever looks at to verify whether a person has authority to bind the business in contracts.
But accuracy is everything. A mismatch between your governing documents and your SOI can result in legal ambiguity, misinterpretations, or disputes—internally and externally.
Final Thoughts
Every business owner should treat the Statement of Information as more than just a box-checking exercise. It’s a snapshot of how your business is represented to the outside world. If it’s not carefully completed, or if it contradicts your internal governing documents, it can do more harm than its simplicity might indicate. If you’re unsure about how to complete the Statement of Information or how it fits into your overall business governance, it’s worth speaking with a knowledgeable attorney. A 5-minute form shouldn’t be the reason for long and expensive disputes.