Corporations cannot file no change statements this year

Usually, the California secretary of state allows both domestic and foreign corporations to file no change statements under certain circumstances. This year, however, no change statements are not available. Therefore, corporations should plan to file complete statements of information using Form SI 550.

The reason for this change is the enactment of Assembly Bill 3075, which amended both the California Corporations Code and the Labor Code. According to the National Law Review, Governor Newsom signed the bill into law on September 30, 2021.

When can corporations typically file no change statements?

In the past, corporations have been able to save a great deal of administrative time and other resources by filing no change statements. These statements are typically available when each of the following applies:

• The entity filing the no change statement is an agricultural cooperative, California stock or foreign corporation.
• The entity has previously filed a complete statement of information with the California secretary of state.
• The most recent statement of information the corporation filed has no changes.

Why are no change statements not available now?

Assembly Bill 3075 changes the requirements of the statement of information. Specifically, it requires corporations to attest whether any of the corporation’s officers or directors has an outstanding final judgment from either a court or the California Division of Labor Standards Enforcement. The purpose of the law is to broaden successor liability for violations of the California Labor Code or applicable wage orders.

Corporations should only have to expend additional resources to create complete statements of information this year. Ultimately, provided a corporation has no changes, the secretary of state should accept future no change statements.