Annual and Ongoing Requirements for a California LLP

California LLPs file a Statement of Information with the Secretary of State on a biennial cycle — every two years — through bizfile Online. This is the filing that keeps the state's record of your partnership current.

What it updates

• The partnership's principal office address and mailing address
• The name and address of the agent for service of process
• Basic identifying information about the partnership

It is not a financial disclosure. You're not reporting revenue, partner draws, or profit — just confirming or updating the state's contact details for the firm.

Why it matters

Missing the Statement of Information triggers a delinquency notice from the Secretary of State and, if left unaddressed, threatens the partnership's good standing. Loss of good standing can complicate everything from opening accounts to enforcing contracts. The filing itself is quick, so the discipline is simply not to forget it. Because the cycle is biennial rather than annual, it's easy to lose track of when the next one is due — putting the date on a calendar the moment you file is the simplest safeguard.

Separate from anything filed with the Secretary of State, California imposes an annual tax on every LLP registered or doing business in the state, paid to the Franchise Tax Board. This is the recurring obligation firms most often underestimate, particularly out-of-state partnerships that assume the registration fee was the end of it.

Key features of the annual tax

• It's due every year, not every two years like the Statement of Information
• It applies regardless of profit — a partnership that loses money still owes it
• There is no first-year waiver for LLPs; the obligation starts in year one
• It's paid to the Franchise Tax Board, a different agency than the Secretary of State

Because the annual tax and the biennial Statement of Information run on different clocks and go to different agencies, it's easy to satisfy one and forget the other. Treat them as two distinct calendar items. Your CPA typically handles the tax payment alongside the partnership return, but the partnership is ultimately responsible for making sure it's paid.

Beyond the flat annual tax, a California LLP files returns that report its income and pass it through to the partners.

Federal return

The partnership files Form 1065, the federal partnership return, reporting the firm's income, deductions, and other items. The partnership itself doesn't pay federal income tax; instead, it issues each partner a Schedule K-1 reflecting that partner's share, which the partner reports on their personal return.

California return

At the state level, the partnership files Form 565, California's partnership return, and issues California K-1s to the partners. This is separate from the annual tax payment, though they're often prepared together.

For a professional firm, these returns can get intricate — guaranteed payments to partners, special allocations, retirement contributions, and multi-state income all complicate the picture. This is squarely CPA territory. What matters from a compliance standpoint is that the returns get filed on time and the K-1s reach the partners so they can file their own returns.

California's LLP shield comes with a string attached: the partnership must maintain a minimum level of security for claims for as long as it wants the protection. That security takes the form of professional liability insurance, a surety bond, or designated set-aside funds, at the amounts the Corporations Code specifies for your profession.

This is an ongoing requirement, not a one-time box to check at registration. Coverage lapses — a policy that isn't renewed, a bond that expires — can jeopardize the liability protection that made the LLP worth registering. The prudent approach is to tie the renewal of your security to the same annual review as your other compliance items, so it's never accidentally allowed to expire. Your carrier and your licensing board are the authorities on the exact amounts and acceptable forms; what belongs on your compliance checklist is simply "confirm security is current" every year.

Some obligations aren't on a fixed schedule — they're triggered by events. Staying compliant means updating the state when things change, rather than waiting for the next scheduled filing.

Agent for service of process

If your agent for service of process resigns, moves, or a partner who served in the role leaves the firm, update the record with the Secretary of State promptly. An outdated agent can cause you to miss a lawsuit or a state notice.

Address changes

If the partnership's principal office or mailing address changes, reflect it with the state. Between Statement of Information cycles, you can update this information rather than waiting up to two years.

Partner changes

When partners join or leave, revisit your partnership agreement, confirm the remaining partners still meet California's professional licensing requirements, and adjust bank, licensing, and internal records. While partner rosters aren't filed with the Secretary of State the way agent and address details are, the downstream compliance effects are real.

A simple annual review

Once a year, run down a short checklist: Is the Statement of Information current or coming due? Is the annual tax paid? Are the partnership returns filed? Is the security coverage renewed? Is the agent for service of process accurate? Five questions, once a year, keep the firm clean.