California requires corporations formed or qualified to do business in California to file an annual Statement of Information (SOI) with the California Secretary of State, and similarly situated limited liability companies are required to file a bi-annual SOI. The SOI lists the company’s address, officers, directors and registered agent for service of process.
The California Secretary of State reports that it recently instituted a new system – now in effect – for retaining SOIs on file. According to the Secretary of State, it will retain only a company’s most recently filed SOI and the last previously filed complete SOI, and all earlier SOIs will be purged. Thus, the Secretary of State will always have on file at least one complete SOI, but companies should not expect to be able to obtain copies of all SOIs filed in the past.
For companies that have not closely observed their corporate formalities or kept copies of SOIs filed with the Secretary of State, losing access to older SOIs at the Secretary of State’s office may make it considerably more difficult to do the remedial work necessary to bring corporate actions and records up to date by making it more difficult to confirm the identities of directors and officers.
Squire Sanders is available to assist your company with its filings and corporate record-keeping. If you decide to file SOIs on your own, you should always arrange to get a file-stamped copy back.
For additional information on how the new system could affect your company or for assistance with filing SOIs, please contact your principal Squire Sanders lawyer or one of the lawyers listed in this Alert.