Corporate Minutes and Annual Compliance for California Corporations and LLCs

Compliance for a California company comes in two lists. The first is what the state requires you to file: miss it and the company can be suspended. The second is what the law requires you to keep: minutes, records and reports that nobody asks for until a sale, a loan, an owner dispute or an owner's death, when they suddenly decide the outcome. This guide covers both, for corporations and for LLCs.

What a California corporation files every year

The Statement of Information. According to the Secretary of State, stock corporations file their Statement of Information yearly in the month of registration. The filing fee for a stock corporation is $25. It lists the officers, directors, addresses and agent for service of process. Since August 1, 2026, filing online requires web User Access on the entity's record; our User Access guide explains the change.

The franchise tax. The Franchise Tax Board states that every corporation incorporated, registered or doing business in California must pay the $800 minimum franchise tax. If the Statement of Information is not filed, the Secretary of State imposes a $250 penalty, which the Franchise Tax Board collects. Repeated misses lead to suspension, and our guide to reviving a suspended corporation shows what that costs to undo.

What a California LLC files

LLCs file the Statement of Information every two years, in the month of registration, in even or odd years depending on the year the LLC was registered, per the Secretary of State. On the tax side, the Franchise Tax Board states that business entities registered with the Secretary of State must file and pay at least $800 franchise or annual tax from their registration date to current, regardless of business activity. An LLC that has stopped operating still owes it until the LLC is formally cancelled.

What a corporation keeps: minutes, records and the annual report

Minutes. California Corporations Code section 1500 requires every corporation to keep adequate and correct books and records of account and to keep minutes of the proceedings of its shareholders, its board and the board's committees. Minutes are the company's own account of who decided what, and when.

The annual shareholders' meeting. Under section 600, an annual meeting of shareholders is held to elect directors, at the time the bylaws set. In a closely held company, shareholders can often act by written consent instead (section 603), and the board can act by unanimous written consent (section 307). A signed consent placed in the minute book is a record of the decision just as minutes are.

The annual report. Section 1501 requires an annual report to shareholders, including financial statements, within 120 days after the end of the fiscal year. A corporation with fewer than 100 holders of record can waive the report in its bylaws, and many small corporations have. Check yours: if the bylaws never waived it, the requirement still applies.

What an LLC keeps

California Corporations Code section 17701.13 requires an LLC to maintain specific records at its designated office, including a list of its members and managers, its articles and operating agreement, and its recent tax returns and financial statements. Members have a statutory right to inspect them.

LLCs get one break corporations do not. Under section 17703.04, failing to hold meetings of members or managers, or to observe formalities about calling or conducting them, is not considered a factor tending to establish that members are personally liable for the LLC's debts, where the articles or operating agreement do not expressly require those meetings. Read your operating agreement: if it does require an annual meeting, that protection does not apply to skipping it.

Why the minute book matters to the owner personally

The point of a corporation or LLC is that a business debt stays a business debt. That separation is worth the most when someone tests it, and the company's own records are where the test starts. Our guide to protecting your personal assets from business liability explains the habits that keep the separation intact.

Minutes also matter on days that have nothing to do with liability. A buyer's attorney reads them in due diligence. A bank asks for a board resolution before it opens an account or lends. And when an owner dies or becomes incapacitated, the minute book and the bylaws decide who can sign for the company the next morning, which is the subject of who signs for the business when the owner cannot.

A simple annual calendar

1. Your registration month: file the Statement of Information (every year for a corporation, every two years for an LLC), after confirming User Access is set up.
2. Your tax deadlines: file the California return and pay the franchise or annual tax with your tax preparer, using the Franchise Tax Board's due dates for your entity type.
3. Once a year: hold the shareholders' meeting or sign a written consent electing directors; have the board confirm officers and approve major decisions of the year, such as large contracts, leases, loans and distributions.
4. Within 120 days of year end: send the annual report, or confirm the bylaws waive it.
5. Any time something changes: record new owners, new officers, a new address or a new agent, and file an updated Statement of Information when the information on file changes.
6. Once a year, for the owners: review the buy-sell price and any life insurance that funds it, and confirm each owner's living trust and the company's documents still agree.

How we help

Donald W. Flaig sets up minute books for new companies, rebuilds them for companies that never kept one, and prepares the annual minutes or written consents each year so the record matches what actually happened. He also handles the Statement of Information filings and coordinates with your tax preparer on the Franchise Tax Board side. If your minute book is empty, that is the most common place to start, and it is fixable. The first conversation is free.

This article is general information, not legal advice, and does not create an attorney-client relationship. Estate and business law change often and depend on your specific situation. Speak with Donald W. Flaig before acting.