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Statement Of Information

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Related Practice Areas:
Business Transactions
Corporations
Employment Law
Internet-Computer Law
Landlord-Tenant
Partnerships
Real Estate Law
Trademark & Copyright
Wills & Trusts

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Prepared By: Melissa C. Marsh, Los Angeles Business And LLC Attorney
Written: March 2009 - Last Updated: May 2015

The California Secretary of State and Franchise Tax Board (FTB) have just begun (2009) to implement a new suspension program for California Limited Liability Companies that fail to: (1) timely file the Statement of Information with the Secretary of State, (2) timely file a state tax return, or (3) fail to remit payment of state franchise taxes. It is therefore crucial that the members of a California limited liability timely process their filings with the California Secretary of State and the Franchise Tax Board.

To assist California limited liability companies in meeting these requirements and in preserving the members' personal limited liability protection, I have instituted a new LLC Compliance Plan. The LLC Compliance Plan is designed to: (1) ensure the LLC remains in Good Standing and (2) reduce the possibility of a California court finding the members personally liable for LLC's business debts and obligations solely because the LLC members failed to timely and properly file or amend the LLC's Statement of Information and/or Articles of Organization.

To ensure the LLC remains in Good Standing, we will review the paperwork on file with the California Secretary of State to ensure the information is accurate. If we discover that the information in your Statement of Information, or Articles of Organization, do not coincide with the information you have provided us, we will immediately prepare a revised Statement of Information for you to sign and re-file with the California Secretary of State. As part of the annual LLC Compliance Plan you will not be charged for this service which would typically cost $200. In addition, should we determine that you need to amend and re-file the limited liability company's Articles of Organization, we will prepare the necessary paperwork at a reduced fee.

To strengthen the personal liability "shield" afforded by the LLC to its members, and to minimize the risk of a California court piercing the LLC veil, we will also prepare annual unanimous written consents for the members of the LLC to document significant events, such as: a new lease, the removal of a member or manager, or the addition of a new member or new manager, etc. Although a California limited liability company (LLC) is not required by law to hold annual meetings, or to prepare annual minutes, I recommend that my clients actually hold at least one annual meeting of the members and adopt resolutions in the form of a Unanimous Written Consent signed by all members. To determine what needs to be documented in your minutes, or written consents, we will ask you to complete an annual LLC questionnaire.

Our LLC Compliance Plan is just $399 per year. As long as the LLC Compliance Plan is paid for by November 1st, each December we will send you a LLC Questionnaire and provide you with: (1) your annual Unanimous Written Consents, (2) the results of our review of the Secretary of State's records, (3) a new, or corrected, Statement of Information you can file with the Secretary of State in the coming year; and (4) a written notice if your Articles of Organization need to be amended and re-filed.

New Annual LLC Compliance Plan - Just $399

We now provide an annual LLC Compliance plan for all California limited liability companies to assist them in maintaining their limited liability protection by satisfying their obligations to timely file the Statement of Information with the Secretary of State and to hold an annual meeting of the member(s), and to document those meetings with proper minutes, or written consents.

Annual LLC Compliance Plan – Only $399	Cost With Plan	Cost Without Plan
Review Statement of Information on file with the California Secretary of State to ensure it comports with the information provided to my office by the LLC, and review of the Articles of Organization to ensure they do not need to be amended and re-filed.		$159
Prepare a new, or amended, Statement of Information to be filed with the California Secretary of State in the coming year based on the information provided to us by the LLC.		$259
Prepare annual unanimous written consents of the members to document significant acts such as the opening or closing of an office location, the removal of a member or manager, or the addition of a new member or new manager, etc.		$500
Total:	$400	$900+
For an additional $500, add telephone consultations(up to one 15 minute telephone conference per month) during which you may have your questions regarding the organization and maintenance of your LLC answered.	$500	$1000+

Credentials.
Melissa C. Marsh, J.D., is a Los Angeles California business law attorney licensed to practice law in the State of California. For the past 20+ years, Ms. Marsh has formed hundreds of California limited liability companies and corporations, advised the board of directors of a publicly held corporation, and counseled hundreds of small businesses. Her practice is 100% transactional, and she engages in absolutely no litigation. She wrote a chapter on California Limited Liability Companies and provided her Comprehensive Limited Liability Operating Agreement to one of the largest legal publishers for distribution to, and use by, California attorneys. Melissa C. Marsh received her bachelor's degree from UCLA in 1992, where she graduated with honors and her Juris Doctorate from Loyola Law School, Los Angeles in 1996 where she graduated in the top 2% of her class, Order of the Coif.

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