A California Statement of Information is one of those filings that looks simple until a client’s corporate structure changes. The question becomes especially important when a California corporation converts to another state, such as Texas, and then registers back in California as a foreign corporation so it can continue doing business here.

That situation recently came up with a long-time client that operated two California corporations for financial and business reasons. The client decided to move both corporations from California to Texas. The legal process is called a conversion. In plain English, a conversion is a statutory process that can change the entity’s state of organization without necessarily ending the business.

But the client was not finished doing business in California. After converting the corporations to Texas entities, the client registered those Texas corporations as foreign corporations doing business in California. As part of that California foreign registration process, each corporation had to file a Statement of Information. The practical question then became: when will the next Statement of Information be due?

What Is a Statement of Information for California Corporations?

A Statement of Information is a filing made with the California Secretary of State that updates the state’s records for an entity. For corporations, it generally reports information such as the company’s address, officers, directors, and agent for service of process. For limited liability companies, it reports similar company and management information.

California requires an initial Statement of Information after foreign corporation registration, and then requires later periodic Statements of Information.

For California stock corporations and registered foreign corporations, the initial Statement of Information is due within 90 days of registering with the Secretary of State, and later Statements of Information are generally due every year during the applicable filing period.

Different rules may apply to nonprofit corporations, cooperatives, credit unions, limited liability companies, and other entity types.

What Is a Corporate Conversion?

A corporate conversion is a legal process by which an entity changes from one jurisdiction or entity type to another.

In the example above, the client’s California corporations converted into Texas corporations. The same business did not simply disappear; rather, the entity changed its legal home from California to Texas.

For California Statement of Information purposes, this matters because the California Secretary of State’s filing period is tied to the month of incorporation, registration, formation, or conversion. The Secretary of State’s Business Search records also identify the relevant filing date. For office administration, that specific date is the practical starting point for calendaring a conservative internal reminder.

What Happens if a Converted Corporation Registers Back in California as a Foreign Corporation?

If a corporation converts out of California but still wants to transact intrastate business in California, it will typically need to register in California as a foreign corporation.

In that situation, the corporation is no longer treated only as a California domestic corporation. It has become, for California filing purposes, a registered foreign corporation. That registration creates its own California compliance obligations.

A registered California foreign corporation’s Statement of Information must be filed and must continue to be filed in later years. The practical result is that the California registration date becomes the date the office should look to when setting up an internal reminder for the client’s California Statement of Information compliance.

When Is the First California Statement of Information Due After Foreign Registration?

The first Statement of Information is due within 90 days after the relevant California registration event. For a registered foreign corporation, that means the initial Statement of Information is due within 90 days after the entity’s California registration date.

This is different from the recurring annual filing cycle. The first filing uses a 90-day rule. After that, the entity moves into the recurring Statement of Information cycle. 

When Are Recurring California Statements of Information Due for a Foreign Corporation?

For a California stock corporation or registered foreign corporation, later Statements of Information are due every year. A foreign corporation that registered in California, the Secretary of State’s filing period is keyed to the month of incorporation, registration, formation, or conversion. 

For internal calendaring, however, we recommend using the specific registration, incorporation, formation, or conversion date as the date that appears on the client calendar. The Secretary of State may describe the recurring filing period by month, but for office administration, a specific internal target date is much easier to track, assign, and complete. 

Why Use the Exact Filing Date Instead of Only the Month?

A month-based rule is legally useful, but it is not always administratively useful. If a client’s Statement of Information is tied only to “March,” that does not tell the assistant, attorney, or client exactly when to act. A specific calendar date does.

For that reason, our office practice is to calendar the recurring Statement of Information reminder using the specific date of incorporation, formation, registration, or conversion shown on the filing record. That date becomes the internal annual meeting date and the internal target date for preparing or filing the Statement of Information. This gives staff a clear calendar event, rather than a general month-long reminder.

Does the California Secretary of State Require Filing on That Exact Date?

No. The Secretary of State’s system generally uses a filing period, not a single anniversary-day deadline. The exact date is our internal calendaring rule. It is a practical office target date, not necessarily the only day on which the filing may be made.

In most cases, using the exact date is more conservative and more useful because it prevents the filing from being forgotten during a broad filing window. A specific date also makes it easier to assign responsibility to a staff member and to verify that the filing was completed.

Example: Corporation Converts to Texas and Registers Back in California

Assume a California corporation converts to a Texas corporation on March 17. The corporation then registers in California as a foreign corporation on March 17 so it can continue doing business in California.

For California purposes, the office should treat March 17 as the key date for internal calendaring. The initial California Statement of Information is due within 90 days after the foreign registration. After that, the office should calendar March 17 each year as the internal annual meeting date and the internal Statement of Information target date.

What If the Conversion Date and California Foreign Registration Date Are Different?

Use the California filing record that controls the current California Statement of Information obligation. If the entity converted to Texas on one date but registered in California as a foreign corporation on a later date, the California foreign registration date is generally the more practical date for calendaring the California Statement of Information reminder.

The key is to identify the California Secretary of State filing date for the event that created the current California filing obligation. For a registered foreign corporation, that is typically the California foreign registration filing date.

Do the Same Statement of Information Due Date Rules Apply to LLCs?

The same calendaring concept can be used for LLCs, but the filing frequency is different. A California or registered foreign LLC must file an initial Statement of Information within 90 days of registering with the California Secretary of State, and then every two years thereafter during the applicable filing period.

For office calendaring, the same practical rule works: use the specific formation, registration, or conversion date as the internal governance-review date and internal Statement of Information target date. For LLCs, however, the Statement of Information is generally biennial rather than annual.

Should the Corporate Annual Meeting Date Match the Statement of Information Date?

For corporations, it is often useful to make the annual meeting date and the internal Statement of Information calendar date match. That way, the same annual governance cycle prompts both corporate recordkeeping and state compliance.

The annual meeting date is not the same thing as the Secretary of State filing window. It is an internal corporate governance date. But for closely held corporations, using one consistent date for the annual meeting and Statement of Information reminder helps keep the company’s minute book and public filings aligned.

What Is the Recommended Office Rule for Statement of Information Calendaring?

Use the specific date of incorporation, formation, registration, or conversion shown on the filing record as the internal annual meeting date and the internal Statement of Information target date.

This date gives staff a concrete calendar entry. It also gives the client a clear annual or biennial compliance reminder. Even if the Secretary of State’s filing window is broader, the office should not rely on a general month-only reminder when a specific date is available.

Practical Chart: California Statement of Information Filing Period and Internal Calendar Date

The following chart shows how the office rule works in common situations: